Purchases of Shares Clause Samples

Purchases of Shares. (i) During any Unwind Period, neither CONE nor any of its “affiliated purchasers” (as defined in Rule 10b-18 under the Exchange Act) shall take any action either under this Confirmation, under an agreement with another party or otherwise, that CONE reasonably believes to cause any purchases of Shares by Dealer or any of its affiliates during an Unwind Period not to meet the requirements of the safe harbor provided by Rule 10b-18 determined as if all such foregoing purchases were made by CONE. (ii) Dealer represents, warrants and agrees to use its good faith efforts to conduct its bids and purchases of Shares in connection with any Cash Settlement or Net Share Settlement of this Transaction and to cause its affiliates to conduct such activities in a manner consistent with the requirements of the safe harbor provided by Rule 10b-18 under the Exchange Act, as if such provisions were applicable to such purchases and to any analogous purchases under any Additional Transaction, taking into account any applicable Securities and Exchange Commission no-action letters, as appropriate. (iii) CONE shall, in the Settlement Notice relating to any Cash Settlement or Net Share Settlement or at least one day prior to the first day of any Unwind Period, notify Dealer of the total number of Shares purchased in Rule 10b-18 purchases of blocks pursuant to the once-a-week block exception contained in Rule 10b-18(b)(4) by or for CONE or any of its affiliated purchasers during each of the four calendar weeks preceding the first day of the Unwind Period and during the calendar week in which the first day of the Unwind Period occurs (“Rule 10b-18 purchase”, “blocks” and “affiliated purchaser” each being used as defined in Rule 10b-18).

Purchases of Shares. 41 10.12. Consents......................................................42 10.13. Other Documents and Opinions..................................42 SECTION 11. BREACH OF REPRESENTATIONS, WARRANTIES AND COVENANTS.................................................42

Purchases of Shares. Neither Counterparty nor any of its affiliated purchasers (within the meaning of Rule 10b-18 under the Exchange Act) shall take or refrain from taking any action (including, without limitation, any direct purchases by Counterparty or any of its affiliates, or any purchases by a party to a derivative transaction with Counterparty or any of its affiliates), either under this Confirmation, under an agreement with another party or otherwise, that might reasonably be expected to cause any purchases of Shares by Dealer or any of its affiliates in connection with any Cash Settlement or Net Share Settlement of this Transaction not to meet the requirements of the safe harbor provided by Rule 10b-18 determined as if all such foregoing purchases were made by Counterparty.

Purchases of Shares. Shares shall may be purchased on a monthly basis in accordance with the terms of the Prospectus and procedures established by the Trust and GFS.

Purchases of Shares. The sale and purchase of Shares by the ▇▇▇▇▇▇▇ Funds pursuant to the Stock Purchase Agreements between each of the ▇▇▇▇▇▇▇ Funds and the Company shall be consummated concurrently for an aggregate purchase price of not less than $6,500,000.

Purchases of Shares. Except as contemplated by the Acquisition Agreement, during the Standstill Period, Emerson shall not, and shall not permit its Subsidiaries to; (▇) ▇▇rectly or indirectly, acquire, announce an intention to acquire, make any proposal (or except in a confidential and non-public manner, request permission to make any proposal) to acquire, or agree or offer to acquire ownership of any Shares, or any other security convertible into, or any options, warrant or right to acquire any Shares or any property of the Company (other than property acquired in the ordinary course of business) from the Company or any other Person, except for: (i) Shares or other property of the Company acquired after the Closing Date pursuant to an Adjustment Event or any merger, consolidation or similar transaction involving the Company; or (ii) if prior approval of a majority of the members of the Board other than the designee of Emerson has been obtained for such acquisition proposal, agree▇▇▇▇ ▇▇ offer;

Purchases of Shares. Except as contemplated by the Acquisition Agreement, during the Standstill Period, Emerson shall not, and shall not permit its Subsidiaries to; (a) directly or indirectly, acquire, announce an intention to acquire, make any proposal (or except in a confidential and non-public manner, request permission to make any proposal) to acquire, or agree or offer to acquire ownership of any Shares, or any other security convertible into, or any options, warrant or right to acquire any Shares or any property of the Company (other than property acquired in the ordinary course of business) from the Company or any other Person, except for: (i) Shares or other property of the Company acquired after the Closing Date pursuant to an Adjustment Event or any merger, consolidation or similar transaction involving the Company; or (ii) if prior approval of a majority of the members of the Board other than the designee of Emerson has been obtained for such acquisition proposal, agreement or offer; (b) solicit", or propose to "solicit", or participate in any "solicitation" of, any "proxy" (as such terms are defined in Regulation 14A under the Exchange Act) from any holder of Shares, become a "participant" in a "solicitation" in opposition to any matter that has been recommended by a majority of the members of the Board, propose or otherwise solicit stockholders of the Company for approval of any stockholder proposals, or otherwise seek to influence or control the management or policies of the Company or any of its Affiliates; (c) take any action to form, join in or in any way participate in any partnership, limited partnership, syndicate or other Group (as such term is defined in Rule 13d-5 under the Exchange Act) with respect to Shares; (d) take any other action to seek control (as such term is defined in Rule 12b-2 of the Exchange Act) of the Company; (e) make any request or proposal to amend or waive any provision of Article 3, except on a confidential and nonpublic manner; or (f) assist or announce an intention to assist (including by knowingly providing or arranging financing for that purpose) any other person in doing any of the foregoing.

Purchases of Shares. The parties hereby agree, and the Participants by executing Participation Certificates agree, to the following policies with respect to the purchase by Participants of Shares of the Pool: (a) Each Participant shall have the right from time to time to buy Shares, in the manner and subject to the procedures set forth in the Information Statement. (b) There is no minimum amount that must be deposited pursuant to this Agreement. Also, there is no minimum balance, minimum or maximum number of accounts or minimum withdrawals.

Purchases of Shares. In the event the General Partner exercises its rights under the Declaration of Trust to purchase Shares, then the General Partner shall cause the Partnership to purchase from it an equal number of Partnership Units (after application of the Unit Adjustment Factor) on the same terms that the General Partner purchased such Shares.