Distribution Event. Counterparty represents that it is not engaged as of the Trade Date in a distribution, as such term is used in Regulation M under the Exchange Act (a “Distribution”). If, on any day prior to the second Scheduled Trading Day immediately following the last day of the later of the Price Adjustment Period and the Share Settlement Pricing Period, Counterparty or any of its affiliates or agents makes a Distribution of Shares or any security for which the Shares are a reference security (as defined in Regulation M) that would, in the view of CSI, preclude Counterparty from purchasing Shares or cause any such purchases to violate any law, rule or regulation, Counterparty shall provide to CSI at least one Scheduled Trading Day’s notice of such Distribution and use reasonable efforts to cause such Distribution to be completed or otherwise terminated as soon as reasonably practicable given the circumstances of the Distribution. CSI may, in its good faith sole discretion, designate such day a Disrupted Day and, in connection with such designation, extend the Price Adjustment Period or the Share Settlement Pricing Period, as the case may be, by one Valuation Day for each day that such Distribution continues.
Appears in 1 contract
Sources: Variable Term Accelerated Share Repurchase Transaction (Enpro Industries, Inc)
Distribution Event. Counterparty represents that it is not engaged as of the Trade Date in a distribution, as such term is used in Regulation M under the Exchange Act (a “Distribution”). If, If on any day prior to the second Scheduled Trading Day immediately following the last day of the later of the Price Adjustment Period and or the Share Cash Settlement Pricing Period, as the case may be, Counterparty or any of its affiliates or agents makes a Distribution of Shares or any security for which the Shares are a reference security (as defined in Regulation M) that would, in the view of CSI, preclude Counterparty from purchasing Shares or cause any such purchases to violate any law, rule or regulation, Counterparty shall provide to CSI at least one Scheduled Trading Day’s notice of such Distribution and use reasonable efforts to cause such Distribution to be completed or otherwise terminated as soon as reasonably practicable given the circumstances of the Distribution. CSI may, in its good faith sole discretion, designate such day a Disrupted Day and, in connection with such designation, extend the Price Adjustment Period or the Share Cash Settlement Pricing Period, as the case may beapplicable, by one Valuation Day for each day that such Distribution continues.
Appears in 1 contract
Sources: Variable Term Accelerated Share Repurchase Transaction (Silicon Image Inc)