Common use of Buy-ins Clause in Contracts

Buy-ins. If Xxxxx instructs us as your agent to sell an investment and, acting reasonably, we are unable to complete settlement of the transaction on the appropriate settlement date (for example, due to market conditions affecting settlement of the transaction), we may as your agent, buy sufficient investments to enable us to complete settlement of the transaction. You will be liable for: ● any costs we properly incur in relation to any settlement failure; and ● any losses properly incurred (including purchasing the investment at the prevailing market rate). You will not be liable for any costs or losses we incur in relation to a settlement failure which occurs due to circumstances within our reasonable control or which we could have reasonably avoided. Where we are reasonably able to, we will attempt to notify Xxxxx before purchasing any investments but you authorise us to make such purchase if we cannot reach Xxxxx. Once completed, we will inform Xxxxx of the actions we have taken and your liability (as set out above). Xxxxx will pass this information on to you. Stocfi shortfalls Stock shortfalls refers to the position where we, providing the Custody Services, identify a discrepancy in the custody records we maintain, or between our records and an appointed third party (for example a Nominee, Sub-Custodian or Approved Bank we appoint) in relation to your investments. If we find such a discrepancy and we conclude the third party is responsible for this discrepancy which has resulted in a stock shortfall (meaning a shortfall in the number of investments we are supposed to hold for you), we will take all reasonable steps to resolve the situation with the relevant third party without undue delay. Where we identify a discrepancy that results from or reveals a shortfall for which we are responsible, or during an investigation where we find a third party is responsible then, subject to FCA Rules, we will take one or a combination of the following steps until the shortfall is resolved: ● allocating a sufficient number of our own assets to cover the shortfall, which we will hold in line with these Terms; and/or ● allocating a sufficient amount of our own money to cover the value of the shortfall, which we will hold as Client Money in line with the client money provisions (see below). Ovєrsєas invєstmєnts Where we purchase and/or hold non-UK investments for you outside the UK, the identification and segregation of those investments may differ due to the legal requirements or the nature of market practice in the jurisdiction(s) concerned. We will only hold investments in this way when it is in your best interests to do so or it is not feasible to do otherwise (for example, the nature of the non-UK investment means it needs to be held outside of the UK). As a consequence of registering your investments overseas they may not be segregated from investments belonging to us or the Sub-Custodian and therefore your protection may be less should a default occur on the part of the Sub-Custodian in whose name the investments are registered or recorded. Investments belonging to you which are held overseas may be subject to different settlement, legal and regulatory requirements than those which apply within the UK. This means that if such an entity becomes insolvent, your Assets may be treated differently from the manner in which they would be treated if they had been passed to an intermediate broker, settlement agent or counterparty within the UK, and the compensation schemes available in the UK may not apply. We will not be liable for the insolvency, acts or omissions of any Sub-Custodian or third party referred to in this sub-section. Corporatє actions and voting rights We will be responsible for claiming and receiving dividends, interest payments and other entitlements accruing (excluding scrip dividends) on your behalf. In respect of fractional holdings, income will be received in respect of whole units, with a corresponding amount being subsequently paid to you on a pro-rata basis to reflect your fractional holding(s), if any. We will inform Xxxxx of any rights issues, takeover offers, capital reorganisations, conversion or subscription rights that affect any investments that we hold for you as soon as reasonably practicable after receiving notice of those events. Through Xxxxx you may instruct us to: ● exercise conversion and subscription rights; ● deal with takeovers, new issues or other offers, or capital reorganisations; and ● exercise voting rights. You must provide us (via Xxxxx) with any instructions by the deadline that we specify when we intimate any such corporate action and we will not be liable to you if we do not receive such instructions in time. Investments which we hold for you on a pooled basis or which consist of fractional units may attract different treatment during corporate actions or other events, and your options may be limited. In such cases any rights or other benefits will be shared among all shareholders whose holdings are affected in proportion to the amount of each shareholder's holding. Any fractional share or unit of that pooled benefit to which you are entitled may have to be rounded down to the nearest whole number, or other fraction that we can hold for you in your account. Where the amount or value cannot be applied to your account, we may deal with such amounts as we think appropriate, in particular we may make such arrangements for (i) the allocation to all or some of those persons interested in the asset, or (ii) the sale of any fraction, as we believe appropriate in the context of our execution policy. This may mean we pay a cash equivalent of your share to your account. If your entitlement to such a fraction would have a value of £5 or less at the date of distribution to your account, we may pay any such amounts to a registered charity of our choice instead of paying it to you. Some companies provide benefits to shareholders relating to the nature of their business. These benefits will not necessarily be available to you automatically, as your investment will be registered in the name of a Nominee company. We will arrange, if you so elect, for you to receive a copy of the annual report and accounts issued by every company or other concern in respect of shares, securities or units which are held in your account with us. Please tell Xxxxx if you wish to receive these documents. Please note - you can now also access and review the annual report and accounts for many listed companies online.

Buy-ins. If Xxxxx instructs us as your In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to sell transmit to the Holder the Note Shares pursuant to a conversion on or before the Delivery Date, and if after such date the Holder is required by its broker to purchase (in an investment andopen market transaction or otherwise), acting reasonablyor the Holder’s brokerage firm otherwise purchases, we are unable shares of Common Stock to complete settlement deliver in satisfaction of a sale by the Holder of the transaction on Note Shares which the appropriate settlement date Holder anticipated receiving upon such exercise (for example, due to market conditions affecting settlement of the transactiona “Buy-In”), we may as your agentthen the Company shall (i) pay in cash to the Holder the amount, buy sufficient investments to enable us to complete settlement of if any, by which (a) the transaction. You will be liable for: ● any costs we properly incur in relation to any settlement failure; and ● any losses properly incurred Holder’s total purchase price (including purchasing brokerage commissions, if any) for the investment at shares of Common Stock so purchased exceeds (b) the prevailing market rate). You will not be liable for any costs or losses we incur in relation to a settlement failure which occurs due to circumstances within our reasonable control or which we could have reasonably avoided. Where we are reasonably able to, we will attempt to notify Xxxxx before purchasing any investments but you authorise us to make such purchase if we cannot reach Xxxxx. Once completed, we will inform Xxxxx of the actions we have taken and your liability amount obtained by multiplying (as set out above). Xxxxx will pass this information on to you. Stocfi shortfalls Stock shortfalls refers to the position where we, providing the Custody Services, identify a discrepancy in the custody records we maintain, or between our records and an appointed third party (for example a Nominee, Sub-Custodian or Approved Bank we appoint1) in relation to your investments. If we find such a discrepancy and we conclude the third party is responsible for this discrepancy which has resulted in a stock shortfall (meaning a shortfall in the number of investments we are supposed Note Shares that the Company was required to hold for you), we will take all reasonable steps deliver to resolve the situation Holder in connection with the relevant third party without undue delay. Where we identify a discrepancy that results from conversion at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (ii) at the option of the Holder, either reinstate the Principal Amount (or reveals a shortfall applicable portion thereof) or Accrued Interest, as applicable, for which we are responsiblesuch conversion was not honored (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of all or during an investigation where we find a third party is responsible then, subject to FCA Rules, we will take one or a combination any portion of the following steps until the shortfall is resolved: ● allocating a sufficient number Principal Amount or Accrued Interest, as applicable, into shares of our own assets Common Stock with an aggregate sale price giving rise to cover the shortfallsuch purchase obligation of $10,000, which we will hold in line with these Terms; and/or ● allocating a sufficient amount of our own money to cover the value under clause (i) of the shortfall, which we will hold as Client Money in line with immediately preceding sentence the client money provisions (see below)Company shall be required to pay the Holder $1,000. Ovєrsєas invєstmєnts Where we purchase and/or hold non-UK investments for you outside The Holder shall provide the UK, Company notice indicating the identification and segregation of those investments may differ due amounts payable to the legal requirements or the nature of market practice in the jurisdiction(s) concerned. We will only hold investments in this way when it is in your best interests to do so or it is not feasible to do otherwise (for example, the nature of the non-UK investment means it needs to be held outside of the UK). As a consequence of registering your investments overseas they may not be segregated from investments belonging to us or the Sub-Custodian and therefore your protection may be less should a default occur on the part of the Sub-Custodian in whose name the investments are registered or recorded. Investments belonging to you which are held overseas may be subject to different settlement, legal and regulatory requirements than those which apply within the UK. This means that if such an entity becomes insolvent, your Assets may be treated differently from the manner in which they would be treated if they had been passed to an intermediate broker, settlement agent or counterparty within the UK, and the compensation schemes available in the UK may not apply. We will not be liable for the insolvency, acts or omissions of any Sub-Custodian or third party referred to in this sub-section. Corporatє actions and voting rights We will be responsible for claiming and receiving dividends, interest payments and other entitlements accruing (excluding scrip dividends) on your behalf. In respect of fractional holdings, income will be received Holder in respect of whole units, with a corresponding amount being subsequently paid to you on a prothe Buy-rata basis to reflect your fractional holding(s), if any. We will inform Xxxxx In and evidence of any rights issues, takeover offers, capital reorganisations, conversion or subscription rights that affect any investments that we hold for you as soon as reasonably practicable after receiving notice of those events. Through Xxxxx you may instruct us to: ● exercise conversion and subscription rights; ● deal with takeovers, new issues or other offers, or capital reorganisations; and ● exercise voting rights. You must provide us (via Xxxxx) with any instructions by the deadline that we specify when we intimate any such corporate action and we will not be liable to you if we do not receive such instructions in time. Investments which we hold for you on a pooled basis or which consist of fractional units may attract different treatment during corporate actions or other events, and your options may be limited. In such cases any rights or other benefits will be shared among all shareholders whose holdings are affected in proportion to the amount of each shareholder's holdingsuch loss. Any fractional share or unit Nothing herein shall limit the Holder’s right to pursue a decree of that pooled benefit to which you are entitled may have to be rounded down specific performance and/or injunctive relief with respect to the nearest whole number, or other fraction that we can hold for you in your account. Where the amount or value cannot be applied Company’s failure to your account, we may deal with such amounts as we think appropriate, in particular we may make such arrangements for (i) the allocation to timely deliver shares of Common Stock upon conversion of all or some any portion of those persons interested in the asset, Principal Amount or (ii) the sale of any fractionAccrued Interest, as we believe appropriate in the context of our execution policy. This may mean we pay a cash equivalent of your share to your account. If your entitlement to such a fraction would have a value of £5 or less at the date of distribution to your account, we may pay any such amounts to a registered charity of our choice instead of paying it to you. Some companies provide benefits to shareholders relating required pursuant to the nature of their business. These benefits will not necessarily be available to you automatically, as your investment will be registered in the name of a Nominee company. We will arrange, if you so elect, for you to receive a copy of the annual report and accounts issued by every company or other concern in respect of shares, securities or units which are held in your account with us. Please tell Xxxxx if you wish to receive these documents. Please note - you can now also access and review the annual report and accounts for many listed companies onlineterms hereof.

Buy-ins. If Xxxxx instructs us as your In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to sell transmit to the Holder the Conversion Shares pursuant to a conversion on or before the Delivery Date, and if after such date the Holder is required by its broker to purchase (in an investment andopen market transaction or otherwise), acting reasonablyor the Holder’s brokerage firm otherwise purchases, we are unable shares of Common Stock to complete settlement deliver in satisfaction of a sale by the Holder of the transaction on Conversion Shares which the appropriate settlement date Holder anticipated receiving upon such exercise (for example, due to market conditions affecting settlement of the transactiona “Buy-In”), we may as your agentthen the Company shall (i) pay in cash to the Holder the amount, buy sufficient investments to enable us to complete settlement of if any, by which (a) the transaction. You will be liable for: ● any costs we properly incur in relation to any settlement failure; and ● any losses properly incurred Holder’s total purchase price (including purchasing brokerage commissions, if any) for the investment at shares of Common Stock so purchased exceeds (b) the prevailing market rate). You will not be liable for any costs or losses we incur in relation to a settlement failure which occurs due to circumstances within our reasonable control or which we could have reasonably avoided. Where we are reasonably able to, we will attempt to notify Xxxxx before purchasing any investments but you authorise us to make such purchase if we cannot reach Xxxxx. Once completed, we will inform Xxxxx of the actions we have taken and your liability amount obtained by multiplying (as set out above). Xxxxx will pass this information on to you. Stocfi shortfalls Stock shortfalls refers to the position where we, providing the Custody Services, identify a discrepancy in the custody records we maintain, or between our records and an appointed third party (for example a Nominee, Sub-Custodian or Approved Bank we appoint1) in relation to your investments. If we find such a discrepancy and we conclude the third party is responsible for this discrepancy which has resulted in a stock shortfall (meaning a shortfall in the number of investments we are supposed Conversion Shares that the Company was required to hold for you), we will take all reasonable steps deliver to resolve the situation Holder in connection with the relevant third party without undue delay. Where we identify a discrepancy that results from conversion at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (ii) at the option of the Holder, either reinstate the Principal Amount (or reveals a shortfall applicable portion thereof) or Accrued Interest, as applicable, for which we are responsiblesuch conversion was not honored (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of all or during an investigation where we find a third party is responsible then, subject to FCA Rules, we will take one or a combination any portion of the following steps until the shortfall is resolved: ● allocating a sufficient number Principal Amount or Accrued Interest, as applicable, into shares of our own assets Common Stock with an aggregate sale price giving rise to cover the shortfallsuch purchase obligation of $10,000, which we will hold in line with these Terms; and/or ● allocating a sufficient amount of our own money to cover the value under clause (i) of the shortfall, which we will hold as Client Money in line with immediately preceding sentence the client money provisions (see below)Company shall be required to pay the Holder $1,000. Ovєrsєas invєstmєnts Where we purchase and/or hold non-UK investments for you outside The Holder shall provide the UK, Company notice indicating the identification and segregation of those investments may differ due amounts payable to the legal requirements or the nature of market practice in the jurisdiction(s) concerned. We will only hold investments in this way when it is in your best interests to do so or it is not feasible to do otherwise (for example, the nature of the non-UK investment means it needs to be held outside of the UK). As a consequence of registering your investments overseas they may not be segregated from investments belonging to us or the Sub-Custodian and therefore your protection may be less should a default occur on the part of the Sub-Custodian in whose name the investments are registered or recorded. Investments belonging to you which are held overseas may be subject to different settlement, legal and regulatory requirements than those which apply within the UK. This means that if such an entity becomes insolvent, your Assets may be treated differently from the manner in which they would be treated if they had been passed to an intermediate broker, settlement agent or counterparty within the UK, and the compensation schemes available in the UK may not apply. We will not be liable for the insolvency, acts or omissions of any Sub-Custodian or third party referred to in this sub-section. Corporatє actions and voting rights We will be responsible for claiming and receiving dividends, interest payments and other entitlements accruing (excluding scrip dividends) on your behalf. In respect of fractional holdings, income will be received Holder in respect of whole units, with a corresponding amount being subsequently paid to you on a prothe Buy-rata basis to reflect your fractional holding(s), if any. We will inform Xxxxx In and evidence of any rights issues, takeover offers, capital reorganisations, conversion or subscription rights that affect any investments that we hold for you as soon as reasonably practicable after receiving notice of those events. Through Xxxxx you may instruct us to: ● exercise conversion and subscription rights; ● deal with takeovers, new issues or other offers, or capital reorganisations; and ● exercise voting rights. You must provide us (via Xxxxx) with any instructions by the deadline that we specify when we intimate any such corporate action and we will not be liable to you if we do not receive such instructions in time. Investments which we hold for you on a pooled basis or which consist of fractional units may attract different treatment during corporate actions or other events, and your options may be limited. In such cases any rights or other benefits will be shared among all shareholders whose holdings are affected in proportion to the amount of each shareholder's holdingsuch loss. Any fractional share or unit Nothing herein shall limit the Holder’s right to pursue a decree of that pooled benefit to which you are entitled may have to be rounded down specific performance and/or injunctive relief with respect to the nearest whole number, or other fraction that we can hold for you in your account. Where the amount or value cannot be applied Company’s failure to your account, we may deal with such amounts as we think appropriate, in particular we may make such arrangements for (i) the allocation to timely deliver shares of Common Stock upon conversion of all or some any portion of those persons interested in the asset, Principal Amount or (ii) the sale of any fractionAccrued Interest, as we believe appropriate in the context of our execution policy. This may mean we pay a cash equivalent of your share to your account. If your entitlement to such a fraction would have a value of £5 or less at the date of distribution to your account, we may pay any such amounts to a registered charity of our choice instead of paying it to you. Some companies provide benefits to shareholders relating required pursuant to the nature of their business. These benefits will not necessarily be available to you automatically, as your investment will be registered in the name of a Nominee company. We will arrange, if you so elect, for you to receive a copy of the annual report and accounts issued by every company or other concern in respect of shares, securities or units which are held in your account with us. Please tell Xxxxx if you wish to receive these documents. Please note - you can now also access and review the annual report and accounts for many listed companies onlineterms hereof.