Common use of Rule 10b-18 Clause in Contracts

Rule 10b-18. (i) During any Settlement Averaging Period, neither Counterparty nor any “affiliate” or “affiliated purchaser” (each as defined in Rule 10b-18) shall directly or indirectly (including, without limitation, by means of any cash-settled or other 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 (or an 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 or exercisable for Shares, except through Dealer; provided that the foregoing shall not limit Company’s ability, pursuant to any plan (as defined in Rule 10b-18) of Company, to re-acquire Shares in connection with any equity transaction related to such plan or limit Company’s ability to withhold Shares to cover tax liabilities associated with such equity transactions or otherwise restrict Company’s ability to repurchase Shares under privately negotiated transactions with any of its employees, officers, directors, consultants or affiliates, so long as any such re-acquisition, withholding or repurchase does not constitute a “Rule 10b-18 purchase” (as defined in Rule 10b-18) and does not result in any on-market purchases of Shares.