Regulatory Disruption. Any event that Dealer, based on the advice of counsel, determines makes it advisable with regard to any legal, regulatory or self-regulatory requirements or related policies and procedures that generally apply to transactions of a nature and kind similar to the Transaction and have been adopted in good faith by Dealer (whether or not such policies or procedures are imposed by law or have been voluntarily adopted by Dealer) for Dealer to refrain from or decrease any market activity in connection with the Transaction. Settlement:
Regulatory Disruption. Any event that Party A, in its reasonable discretion, based on the advice of counsel, determines it appropriate with regard to any legal, regulatory or self-regulatory requirements or related policies and procedures (that generally apply to transactions of a nature and kind similar to the Transaction and have been adopted in good faith by Party A) for Party A to refrain from or decrease any market activity in connection with the Transaction. Subject to applicable legal requirements and Party A’s internal policies and guidelines, Party A shall promptly notify Party B upon the occurrence of a Regulatory Disruption and shall subsequently promptly notify Party B on the day Party A believes that the circumstances giving rise to such Regulatory Disruption have changed. Party A shall make its determination of a Regulatory Disruption in a manner consistent with the determinations made with respect to other issuers under similar facts and circumstances. Exchange Act: The Securities Exchange Act of 1934, as amended from time to time.
Regulatory Disruption. Any event that Bank, in its reasonable discretion based on the advice of counsel, determines makes it appropriate with respect to any legal, regulatory or self-regulatory requirements or related policies and procedures (whether or not such requirements or related policies and procedures are imposed by law or have been voluntarily adopted by Bank), that apply generally to all transactions of a nature and kind similar to the Transaction, for it to refrain from or decrease any Unwind Activity on any Exchange Business Day, may by written notice to Counterparty be deemed by Bank to be a Market Disruption Event, which has occurred and will be continuing on such Exchange Business Day.
Regulatory Disruption. In the event Dealer concludes, in its good faith, reasonable judgment, based on the advice of counsel, that it is appropriate with respect to any legal, regulatory or self-regulatory requirements or related policies and procedures similarly applicable to accelerated share repurchase transactions and consistently applied (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by Dealer) (provided that such requirements, policies and procedures relate to regulatory issues and are generally applicable in similar situations and are applied in a consistent manner in similar transactions) for it to refrain from or decrease any market activity on any Scheduled Trading Day or Days during the Calculation Period or, if applicable, the Settlement Valuation Period, Dealer may, in its commercially reasonable discretion, by written notice to Counterparty elect to deem that a Market Disruption Event has occurred and will be continuing on such Scheduled Trading Day or Days. Dealer shall notify Counterparty as soon as practicable (but in no event later than one Scheduled Trading Day) that a Regulatory Disruption has occurred and the reasons for such Regulatory Disruption and the Scheduled Trading Days affected by it, provided that the Dealer shall not be obligated to disclose any proprietary or confidential models or any other confidential or proprietary information, in each case, used by it for such determination. If a Regulatory Disruption is deemed to have occurred such Scheduled Trading Day or Scheduled Trading Days will each be a Disrupted Day in full. In no event shall a Regulatory Disruption result from the involvement of Dealer or any of its Affiliates in any capacity in any transaction (or any proposed or contemplated transaction) with or involving any third party.
Regulatory Disruption. In the event that GS&Co. concludes, in its commercially reasonable discretion, that it is appropriate with respect to any legal, regulatory or self-regulatory requirements or related policies and procedures (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by GS&Co., provided that such requirements, policies or procedures are applied generally by GS&Co. in the relevant business), for it to refrain from or decrease any market activity on any Scheduled Trading Day or Days during the Calculation Period or, if applicable, the Settlement Valuation Period, GS&Co. may by written notice to Counterparty elect to deem that a Market Disruption Event has occurred and will be continuing on such Scheduled Trading Day or Days.
Regulatory Disruption. Any event that Dealer, in its reasonable discretion, based upon the advice of counsel, determines makes it appropriate, with regard to any legal, regulatory or self-regulatory requirements or related policies and procedures, for Dealer to refrain from or decrease any market activity in connection with its commercially reasonable hedging or hedge unwind activity in connection with the Transaction. Dealer shall notify Company as soon as reasonably practicable (but in no event later than two Scheduled Trading Days after such Regulatory Disruption was invoked) that a Regulatory Disruption has occurred and the Expiration Dates affected by it.
Regulatory Disruption. Any event that Bank, in its reasonable discretion based on the advice of counsel, determines makes it appropriate with respect to any legal, regulatory or self-regulatory requirements or related policies and procedures (whether or not such requirements or related policies and procedures are imposed by law or have been voluntarily adopted by Bank), that apply generally to all transactions of a nature and kind similar to the Transaction, for it to refrain from or decrease any Unwind Activity on any Exchange Business Day, may by written notice to Counterparty be deemed by Bank to be a Market Disruption Event, which has occurred and will be continuing on such Exchange Business Day. Representation and Agreement: Notwithstanding Section 9.11 of the Definitions, the parties acknowledge that any Shares delivered to Counterparty will be subject to restrictions and limitations arising from Counterparty or its affiliates or out of Counterparty’s status under applicable securities laws.
Regulatory Disruption. Any event that Party A determines, in its good faith and reasonable judgment based on advice of counsel, makes it appropriate with regard to any legal, regulatory or self-regulatory requirements or related policies and procedures generally applicable in similar situations and applied in a non-discriminatory manner for Party A to refrain from or decrease any market activity in connection with the Transaction. Subject to applicable legal requirements and Party A’s internal policies and guidelines, Party A shall promptly notify Party B upon the occurrence of a Regulatory Disruption and shall subsequently promptly notify Party B on the day Party A believes that the circumstances giving rise to such Regulatory Disruption have changed. Exchange Act: The Securities Exchange Act of 1934, as amended from time to time.
Regulatory Disruption. In the event that Dealer concludes, in its sole reasonable discretion based on the advice of counsel, that it is appropriate with respect to any legal, regulatory or self-regulatory requirements or related policies and procedures (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by Dealer), for it to refrain from or decrease any market activity during the Amendment Period, Dealer may by notice to Counterparty elect to deem that a Market Disruption Event has occurred and will be continuing.
Regulatory Disruption. In the event that Dealer concludes, in its reasonable discretion based on advice of counsel, that it is appropriate with respect to any legal, regulatory or self-regulatory requirements or related policies and procedures (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by Dealer, but so long as such policies or procedures are applied to the transactions contemplated by this Agreement by Dealer in a non-discriminatory manner), for it to refrain from or decrease any market activity on any Averaging Date, Dealer may by written notice to Company elect to deem that a Market Disruption Event has occurred and will be continuing on such Averaging Date.
