DEALING DISCLOSURE Sample Clauses

DEALING DISCLOSURE. In accordance with Rule 3.8 of the Takeovers Code, associates (as defined under the Takeovers Code) of the Company and the Offeror (including persons who own or control 5% or more of any class of relevant securities issued by the Company or the Offeror) are hereby reminded to disclose their dealings in the securities of the Company pursuant to the Takeovers Code. In accordance with Rule 3.8 of the Takeovers Code, the full text of Note 11 to Rule 22 of the Takeovers Code is reproduced below:
Sample 1
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DEALING DISCLOSURE. In accordance with Rule 3.8 of the Takeovers Code, the associates (as defined under the Takeovers Code) of the Company and the Offeror (within the meaning of the Takeovers Code) are hereby reminded to disclose their dealings in the securities of the Company pursuant to the Takeovers Code. In accordance with Rule 3.8 of the Takeovers Code, the full text of Note 11 to Rule 22 of the Takeovers Code is reproduced below: Under Rule 8.2 of the Takeovers Code, an offer document containing, among other things, details of the Offer, together with the relevant forms of acceptance and transfer, should be despatched to the Shareholders as soon as practicable, but in any event within 21 days of the date of this joint announcement or such later date as the Executive may approve. An application will be made by the Offeror for the Executive’s consent to extend the deadline for despatch of the composite offer document to within 7 days after Completion. In accordance with the Takeovers Code, the Company is required to send the offeree board circular in relation to the Offer to the Shareholders within 14 days of the posting of the offer document, or such later date as the Executive may approve. It is the intention of the Offeror and the Board that the offer document will be combined with the offeree board circular, and a composite offer document containing, among other things, details of the Offer (including the expected timetable), the recommendation from the Independent Board Committee to the Independent Shareholders and the advice from the Independent Financial Advisor to the Independent Board Committee in respect of the Offer, will be despatched to the Shareholders within 7 days after Completion. The Independent Board Committee comprising all the independent non-executive Directors, who have no direct or indirect interest in the Offer, has been established to advise the Independent Shareholders in respect of the Offer. Somerley Limited has been appointed by the Company to advise the Independent Board Committee in respect of the Offer. The appointment of the Independent Financial Adviser has been approved by the Independent Board Committee.
Sample 1
DEALING DISCLOSURE. In accordance with Rule 3.8 of the Takeovers Code, the associates (as defined under the Takeovers Code and including a person who owns or controls 5% or more of any class of relevant securities) of the Company and the Offeror (within the meaning of the Takeovers Code) are hereby reminded to disclose their dealings in the securities of the Company pursuant to the Takeovers Code. In accordance with Rule 3.8 of the Takeovers Code, the full text of Note 11 to Rule 22 of the Takeovers Code is reproduced below: As at the date of this joint announcement, the Disposal Company is wholly owned by the Company. It is agreed between the Offeror and the Vendor that the Disposal Group, except Norray, will be disposed of by the Company to SomaFlex Holdings so that the Disposal Group will no longer be part of the Group after Disposal Completion. In order to separate Norray from the Disposal Group, the Company will set up a new company which shall acquire all the issued shares of Norray currently held by the Disposal Company. Pursuant to the Reorganisation, the Remaining Group will be principally engaged in the Remaining Business whilst the Disposal Group will be principally engaged in Disposal Business. The Disposal Group will, upon Disposal Completion, be sold to SomaFlex Holdings. Upon completion of the Reorganisation, the Disposal Agreement and the Share Agreement, the Company will remain as a publicly listed company and will continue to operate the Remaining Business. As at the date of this joint announcement, (i) the Disposal Group is indebted to the Company; and (ii) Norray is indebted to the Disposal Group. As part of the Reorganisation, (i) the obligations and liabilities of the Disposal Debt will be novated to the Disposal Company; (ii) the obligations and the liabilities of the Norray Debt indebted by Norray to the Disposal Group will be waived and discharged in full; and (iii) the Disposal Debt will be capitalised in full as the shares of the Disposal Company. Such capitalisation shares will be transferred by the Company to SomaFlex Holdings as well upon Disposal Completion subject to and upon the terms and conditions of the Disposal Agreement. The chart below illustrates the simplified Group structure as at the date of this joint announcement and immediately before completion of the Reorganisation (assuming no other changes after the date of this joint announcement): 79.88% The Company Public The Vendor and SomaFlex Holdings Disposal Group (Note 1) and Remainin...
Sample 1
DEALING DISCLOSURE. In accordance with Rule 3.8 of the Takeovers Code, the associates (as defined under the Takeovers Code) of the Company and the Offeror (within the meaning of the Takeovers Code) are hereby reminded to disclose their dealings in the securities of the Company pursuant to the Takeovers Code. In accordance with Rule 3.8 of the Takeovers Code, the full text of Note 11 to Rule 22 of the Takeovers Code is reproduced below: Xxxxxxxxxxxx, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates and other persons under Rule 22 of the Takeovers Code and that those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant rules of the Takeovers Code. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7-day period is less than HK$1 million. This dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved. Intermediates are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediates will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that co-operation.”
Sample 1
DEALING DISCLOSURE. 13 This provision is only applicable if ATTORNEY is operating as a corporation (a 14 for-profit or non-profit corporation) or if during the term of this Agreement, ATTORNEY 15 changes its status to operate as a corporation. 16 Members of ATTORNEY’s Board of Directors shall disclose any self-dealing 17 transactions that they are a party to while ATTORNEY is providing goods or performing 18 services under this Agreement. A self-dealing transaction shall mean a transaction to 19 which ATTORNEY is a party and in which one or more of its directors has a material 20 financial interest. Members of the Board of Directors shall disclose any self-dealing 21 transactions that they are a party to by completing and signing a Self-Dealing 22 Transaction Disclosure Form (Exhibit G) and submitting it to COUNTY prior to 23 commencing with the self-dealing transaction or immediately thereafter. 24 25 Section 29 – CONTRACT ADMINISTRATOR 26 COUNTY’s Contract Administrator for this Agreement is the Fresno County 27 Administrative Officer or designee. Such designee can be made from time to time 28 as necessary by letter to ATTORNEY from the County Administrative Officer. 29 30 Section 30 - CERTIFICATION REGARDING DEBARMENT, SUSPENSION AND 31 OTHER RESPONSIBILITY MATTERS 1 ATTORNEY must sign an appropriate Certification Regarding Debarment, 2 Suspension, and Other Responsibility Matters. Additionally, the ATTORNEY must 3 immediately advise COUNTY in writing if, during the term of the agreement: (1) 4 ATTORNEY, or any attorney, employed or subcontracted, becomes suspended, 5 debarred, excluded or ineligible for participation in federal or state funded 6 programs or from receiving federal funds as listed in the excluded parties list 7 system (xxxx://xxx.xxxx.xxx); or (2) during the applicable term of this Agreement, 8 ATTORNEY, including employees, agents and subcontractors, is convicted or, or 9 had a civil judgment rendered against them for:
Sample 1
DEALING DISCLOSURE. The associates (as defined in the Takeovers Code) of the Company (including Shareholders having interests of more than 5% in the Company) and the Subscriber are reminded to disclose their dealings in the securities in the Company under Rule 22 of the Takeovers Code. Xxxxxxxxxxxx, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates (as defined in the Takeovers Code) and other persons under Rule 22 of the Takeovers Code and that those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant rules of the Takeovers Code. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any seven-day period is less than HK$1 million. This dispensation does not alter the obligation of principals, associates (as defined in the Takeovers Code) and other person themselves to initiate disclosure of their own dealings, whatever total value is involved. Intermediaries are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities should appreciate that the stockbrokers and other intermediaries will supply the Executive with the relevant information as to those dealings, including identities of clients, as part of that co-operation.
Sample 1
DEALING DISCLOSURE. In accordance with Rule 3.8 of the Takeovers Code, the associates (as defined under the Takeovers Code) of the Company and the Offeror (within the meaning of the Takeovers Code) are hereby reminded to disclose their dealings in the securities of the Company pursuant to the Takeovers Code. In accordance with Rule 3.8 of the Takeovers Code, the full text of Note 11 to Rule 22 of the Takeovers Code is reproduced below: On 12 July 2010, the Indigo Agreement and the Taraki Agreement were entered into in respect of the Disposals. 12 July 2010 Purchaser: Newood Vendor: the Company Pursuant to the Indigo Agreement, the Company agreed to sell and Newood agreed to purchase the Indigo Sale Share and the rights, title, benefits and interests of the Company in, the Indigo Sale Loan. The Company shall not be obliged to sell any of the Indigo Sale Share or the Indigo Sale Loan unless the sale and purchase of all the Indigo Sale Share and the Indigo Sale Loan is completed simultaneously.
Sample 1
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DEALING DISCLOSURE. Xxxxxxxxxxxx, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates and other persons under Rule 22 of the Takeovers Code and that those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant rules of the Takeovers Code. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7-day period is less than HK$1 million. This dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved. Intermediates are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediates will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that co-operation. Any associates of the Company, the Offeror and parties acting in concert with them are reminded to disclose their dealings in any securities of the Company.
Sample 1

Related to DEALING DISCLOSURE

  • ADV Disclosure The Adviser has provided the Trust with a copy of its Form ADV as most recently filed with the Commission and will, promptly after filing any amendment to its Form ADV with the Commission, furnish a copy of such amendments to the Trust. The information contained in the Adviser’s Form ADV is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

  • Data Disclosure Under Minnesota Statute § 270C.65, Subdivision 3 and other applicable law, the Contractor consents to disclosure of its social security number, federal employer tax identification number, and/or Minnesota tax identification number, already provided to the State, to federal and state agencies and state personnel involved in the payment of state obligations. These identification numbers may be used in the enforcement of federal and state laws which could result in action requiring the Contractor to file state tax returns, pay delinquent state tax liabilities, if any, or pay other state liabilities.

  • Transactions Affecting Disclosure to Nasd 2.18.1 Finder’s Fees. There are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any Existing Stockholder with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or any Existing Stockholder that may affect the Underwriters’ compensation, as determined by the NASD.

  • Continuing Disclosure The Creditor may be required to provide you with regular statements. The statements will give you information about your account. Statements will be provided every six months if required. What Could Happen if You Fail to Meet Your Commitments: Security interestThe Creditor has an interest in the property listed below to secure performance of your obligations under the contract, or the payment of money payable under the contract, or both. If you fail to meet your commitments under the contract, including by granting a security interest over this property to another person, then to the extent of the security interest, the Creditor may be entitled to repossess and sell this property. If the sale of the property does not cover the whole of your liability to the Creditor, you will remain liable for the shortfall.Make: Model: Year: Registration No.: _ Chassis / Serial No.: Vin No: Colour: _ Default Interest Charges and Default FeesIn the event of a default in payment and while the default continues you must pay the Default Interest Charges. In the event of a breach of the contract or on the enforcement of the contract, the Default Fees specified below are payable. Your credit contract allows the Creditor to vary these fees and charges. Default Interest ChargesDefault interest is calculated at the rate of % per annum plus the annual interest rate referred to in the “Interest” section above. If you fail to make any payment (whether interest or otherwise) on the due date, you must, upon demand by the Creditor, pay the Creditor default interest on the overdue amount from the due date until the date that the Creditor receives full payment of that overdue amount. Default Fees $ dishonour fee, in respect of each payment which is dishonoured, or for which an automatic payment fails. The fee is payable and will be debited to your account at the time the relevant payment was due. $ late payment fee, in respect of each payment which is not made on its due date and remains outstanding for seven days after its due date. The fee is payable and will be debited to your account seven days after the due date for payment. $ repossession action fee, in respect of the Creditor commencing repossession of the Goods. The fee is payable and will be debited to your account at the time such repossession is commenced. $ post repossession fee. The fee is payable and will be debited to your account after realisation of the Goods or abandonment of realisation.An early repayment recovery amount as described in the “Full Prepayment” section below may be payable by you on the enforcement of the contract on demand by the Creditor. The method for calculating the early repayment recovery amount is further described in the General Conditions (Consumer).Costs incurred by the Creditor in connection with the enforcement of, taking advice on or taking any action pursuant to the contract, or otherwise in connection with the contract, are payable by you on demand by the Creditor on a full indemnity basis.

  • Transactions Affecting Disclosure to Finra 2.18.1. Except as described in the Preliminary Prospectus and/or the Prospectus, there are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or the Initial Shareholders with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or, to the Company’s knowledge, the Initial Shareholders that may affect the Underwriters’ compensation, as determined by FINRA. 2.18.2. The Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any FINRA member; or (iii) to any person or entity that has any direct or indirect affiliation or association with any FINRA member, within the twelve (12) months prior to the Effective Date, other than payments to the Representative. 2.18.3. No officer, director, or beneficial owner of any class of the Company’s securities (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”) is a member, a person associated, or affiliated with a member of FINRA. 2.18.4. No Company Affiliate is an owner of stock or other securities of any member of FINRA (other than securities purchased on the open market). 2.18.5. No Company Affiliate has made a subordinated loan to any member of FINRA. 2.18.6. No proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Securities or Additional Placement Securities will be paid to any FINRA member, or any persons associated or affiliated with a member of FINRA, except as specifically authorized herein and in the Subscription Agreements. 2.18.7. The Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a potential underwriter in the Offering or a related person (as defined by FINRA rules) of such an underwriter within the 180-day period prior to the initial filing date of the Registration Statement. 2.18.8. No person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement has any relationship or affiliation or association with any member of FINRA. 2.18.9. No FINRA member intending to participate in the Offering has a conflict of interest with the Company. For this purpose, a “conflict of interest” exists when a member of FINRA and its associated persons, parent or affiliates in the aggregate beneficially own 10% or more of the Company’s outstanding subordinated debt or common equity, or 10% or more of the Company’s preferred equity. “Members participating in the Offering” include managing agents, syndicate group members and all dealers which are members of FINRA. 2.18.10. Except with respect to the Representative in connection with the Offering, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement, which arrangement or agreement provides for the receipt of any item of value and/or the transfer of any warrants, options, or other securities from the Company to a FINRA member, any person associated with a member (as defined by FINRA rules), any potential underwriters in the Offering and any related persons.

  • Securities Act Updating Disclosure If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. Depositor If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. Depositor

  • Transactions Requiring Disclosure to FINRA 2.17.1 Finder’s Fees. There are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any Insider with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or to the Company’s knowledge, assuming reasonable inquiry, any Insider that may affect the Underwriters’ compensation, as determined by FINRA.

  • Information Disclosure We will disclose information to third parties about your account or the transactions you make: (1) when it is necessary for completing transactions, or (2) in order to verify the existence and condition of your account for a third party, such as a credit bureau or merchant, or (3) in order to comply with government agency or court orders, or (4) if you give us your written permission.

  • NEPOTISM DISCLOSURE A. In this section the term “relative” means: (1) a person's great grandparent, grandparent, parent, aunt or uncle, sibling, niece or nephew, spouse, child, grandchild, or great grandchild, or (2) the grandparent, parent, sibling, child, or grandchild of the person’s spouse. B. A notification required by this section shall be submitted in writing to the person designated to receive official notices under this contract and by first-class mail addressed to Contract Services, Texas Department of Transportation, 000 Xxxx 00xx Xxxxxx, Xxxxxx Xxxxx 00000. The notice shall specify the Engineer's firm name, the name of the person who submitted the notification, the contract number, the district, division, or office of TxDOT that is principally responsible for the contract, the name of the relevant Engineer employee, the expected role of the Engineer employee on the project, the name of the TxDOT employee who is a relative of the Engineer employee, the title of the TxDOT employee, the work location of the TxDOT employee, and the nature of the relationship. C. By executing this contract, the Engineer is certifying that the Engineer does not have any knowledge that any of its employees or of any employees of a subcontractor who are expected to work under this contract have a relative that is employed by TxDOT unless the Engineer has notified TxDOT of each instance as required by subsection (b). D. If the Engineer learns at any time that any of its employees or that any of the employees of a subcontractor who are performing work under this contract have a relative who is employed by TxDOT, the Engineer shall notify TxDOT under subsection (b) of each instance within thirty days of obtaining that knowledge. E. If the Engineer violates this section, TxDOT may terminate the contract immediately for cause, may impose any sanction permitted by law, and may pursue any other remedy permitted by law.

  • RISK DISCLOSURE 11.1 The Investment Adviser’s attention is drawn to Schedule 3 which provides important information as to the nature and risks of certain investments which may comprise a Portfolio and a description of certain provisions of the industry standard master agreements and their consequences. The Investment Adviser represents and warrants to the Local Manager that it has read, understood, and accepts the provisions of Schedule 3. Xxxxxx Xxxxxxx Investment Management Limited ( the “Local Manager”) has established and implemented transaction execution arrangements that are designed to allow the Local Manager to take all reasonable steps to obtain the best possible result when executing or placing orders as portfolio manager on behalf of its clients in relation to financial instruments that form part, or may become part, of one or more investment portfolios managed by the Local Manager for that or those clients (each a “Transaction”). For the purposes of this document: any reference to the Local Manager “executing an order” is a reference to the Local Manager, as agent, entering into a Transaction on behalf of a client with another person that acts as principal to that Transaction, any reference to the Local Manager “placing an order” is a reference to the Local Manager, as agent, arranging for a Transaction to be entered into by another person that acts as agent on behalf of a client when entering into that Transaction, and any reference to the Local Manager “effecting a Transaction” is a reference to the Local Manager either placing or executing an order. As part of its transaction execution arrangements, the Local Manager has an order execution policy in place that is designed to ensure that the Local Manager complies with its duty to obtain the best possible result when effecting a Transaction for one or more clients (the “Order Execution Policy”). This document is intended to provide the Local Manager’s clients with a summary of the Local Manager’s Order Execution Policy. Nothing herein is intended to place upon the Local Manager fiduciary or other duties or responsibilities over and above the specific obligations provided for in the investment management agreement between the Local Manager and a client.

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