Common use of Securities Law Acknowledgments Clause in Contracts

Securities Law Acknowledgments. Counterparty acknowledges that (i) during any Unwind Period, Counterparty does not have, and shall not attempt to exercise, any influence over how, when or whether to effect purchases of Shares by Dealer (or its agent or affiliate) in connection with this Confirmation and (ii) Counterparty is entering into the Agreement and this Confirmation in good faith and not as part of a plan or scheme to evade compliance with federal securities laws. Counterparty hereby agrees with Dealer that during any Unwind Period, Counterparty shall not communicate, directly or indirectly, any Material Non-Public Information (as defined herein) to any EDG Personnel (as defined below). For purposes of the Transaction, “Material Non-Public Information” means information relating to Counterparty or the Shares that (a) has not been widely disseminated by wire service, in one or more newspapers of general circulation, by communication from Counterparty to its shareholders or in a press release, or contained in a public filing made by Counterparty with the Securities and Exchange Commission and (b) a reasonable investor might consider to be of importance in making an investment decision to buy, sell or hold Shares. For the avoidance of doubt and solely by way of illustration, information should be presumed “material” if it relates to such matters as dividend increases or decreases, earnings estimates, changes in previously released earnings estimates, significant expansion or curtailment of operations, a significant increase or decline of orders, significant merger or acquisition proposals or agreements, significant new products or discoveries, extraordinary borrowing, major litigation, liquidity problems, extraordinary management developments, purchase or sale of substantial assets, or other similar information. For purposes of the Transaction, “EDG Personnel” means any employee on the trading side of the Equity Derivatives Group of J.X. Xxxxxx Securities LLC and does not include Mx. Xxxxx Xxxxxxxx, Mx. Xxxxxx Xxxxxx, Mx. Xxxx X. Wynkoop, Mx. Xxxx Xxxxxxxxxxxx, Mx. Xxxxxxx X. Hegde, Mr. Gxxxxx Xxxxx and Mr. Bxxxx Xxxxxx (or any other person or persons designated from time to time by the Compliance Group of Dealer).

Securities Law Acknowledgments. Counterparty acknowledges that (i) during any Unwind Period, Counterparty does not have, and shall not attempt to exercise, any influence over how, when or whether to effect purchases of Shares by Dealer (or its agent or affiliate) in connection with this Confirmation and (ii) Counterparty is entering into the Agreement and this Confirmation in good faith and not as part of a plan or scheme to evade compliance with federal securities laws. Counterparty hereby agrees with Dealer that during any Unwind Period, Counterparty shall not communicate, directly or indirectly, any Material Non-Public Information (as defined herein) to any EDG Personnel (as defined below). For purposes of the Transaction, “Material Non-Public Information” means information relating to Counterparty or the Shares that (a) has not been widely disseminated by wire service, in one or more newspapers of general circulation, by communication from Counterparty to its shareholders or in a press release, or contained in a public filing made by Counterparty with the Securities and Exchange Commission and (b) a reasonable investor might consider to be of importance in making an investment decision to buy, sell or hold Shares. For the avoidance of doubt and solely by way of illustration, information should be presumed “material” if it relates to such matters as dividend increases or decreases, earnings estimates, changes in previously released earnings estimates, significant expansion or curtailment of operations, a significant increase or decline of orders, significant merger or acquisition proposals or agreements, significant new products or discoveries, extraordinary borrowing, major litigation, liquidity problems, extraordinary management developments, purchase or sale of substantial assets, or other similar information. For purposes of the Transaction, “EDG Personnel” means any employee on the trading side of the Equity Derivatives Group of J.X. Xxxxxx Securities LLC Dealer and does not include Mx. Xxxxx XxxxxxxxXxxxxxx Xxxxxx, Mx. Xxxxxx XxxxxxMr. Exxx Xxxx, Mx. Xxxx X. WynkoopXxxx, Mr. Kxxxx Xxxxx, Mx. Xxxx XxxxxxxxxxxxXxx Xxxxxx or any other of Dealer’s “private side” equity or equity-linked personnel (including, Mx. Xxxxxxx X. Hegdewithout limitation, Mr. Gxxxxx Xxxxx and Mr. Bxxxx Xxxxxx (any Dealer equity or equity-linked legal personnel) or any other person or persons designated from time to time in writing to Counterparty by the Compliance Group of Dealer).