DEALINGS IN SECURITIES Sample Clauses

DEALINGS IN SECURITIES. The Executive undertakes that (a) he will at all times during the Term observe and comply with the Model Code; and (b) he will not deal in any securities of the Company as defined in Section 12 of the Company Securities (Insider Dealing) Axx 0000 unless prior written notice of such proposed dealings has been given to the Board and a written acknowledgement of such notice is received by the Executive from the Board.
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DEALINGS IN SECURITIES. The Executive will comply (and will procure that his wife and minor children comply) with all applicable rules of law (including, in particular, Part V of the Criminal Justice Act 1993), stock exchange codes, rules and regulations, and all rules, policies and codes of conduct of the Company as issued from time to time in relation to the holding of and dealing in shares, debentures or other securities.
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DEALINGS IN SECURITIES. The Executive shall comply with the provisions of the code of dealing adopted by the Company from time to time in force based on the provisions of the model code on directors’ dealings in securities (“the Model Code”) published and from time to time amended by the London Stock Exchange or in the absence of the adoption of such a code, with the provisions of the Model Code and shall not (subject always to her fiduciary duties as a director of the Company) do or omit to do anything which could result in the Company being in breach of the listing rules published by the London Stock Exchange.
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DEALINGS IN SECURITIES. The Executive will comply with Staff Dealings Rules and any other related rules issued from time to time by the Employer and acknowledges that compliance with such rules is a condition of his employment any breach of which may be considered for disciplinary action by the Employer.
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DEALINGS IN SECURITIES. In accordance with the Rules (a copy of which is held, buy the Company and is available for inspection) the Executive undertakes that: 15.1 He will observe and comply at all times with the Rules. 15.2 He will not deal in any securities of the Company (namely shares or debentures (whether or not secured) or warrants or options to subscribe for any shares or debentures) unless prior notice of such proposed dealings has been given to the Company and prior clearance has been received by the Executive; 15.3 During the period of two months immediately preceding the announcements of the Company's annual results and during the period of one month immediately preceding the announcements of the Company's half-yearly and quarterly results together with dividends and distributions to be paid or passed he will not purchase any such securities of the Company nor will he sell any such securities unless the circumstances are exceptional and the prior consent of the Board has been obtained; 15.4 He will use his best endeavours to avoid any dealings by his spouse or on behalf of any infant child and any other dealings in which for the purposes of the Companies Xxx 0000 he is or is to be treated as interested at a time when he himself is not free to deal on the basis that the Rules are to be regarded as equally applicable to any dealings by his spouse or on behalf of any child and any other dealings in which for the purposes of the Companies Xxx 0000 he is or is to be treated as interested.
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DEALINGS IN SECURITIES. In accordance with the Model Code the Executive undertakes that he will:- 23.1 at all times observe and comply with the Model Code; 23.2 not deal in any securities of the Company including shares or debentures (whether or not secured) or warrants or options to subscribe for any shares or debentures unless prior notice of such proposed dealings has been given to the Board (or any director other than himself appointed from time to time for the purpose) and a written acknowledgement of such notice is received; 23.3 not purchase or sell any securities of the Company in the two months immediately preceding the announcement of the Company’s half-yearly or annual results unless the circumstances are exceptional and the prior written consent of the Board has been obtained; 23.4 seek to avoid any dealings by his spouse or on behalf of any infant child or any other dealings in which for the purposes of the Companies Xxx 0000 (as amended) he is or is to be treated as interested at a time when he himself is not free to deal on the basis that the Model Code is to be regarded as equally applicable to dealings by his spouse or on behalf of any infant child or any other dealings in which for the purposes of the Companies Xxx 0000 he is or is to be treated as interested; and 23.5 immediately inform the Company Secretary in writing of any dealings by the Executive or any person connected with the Executive (within the meaning of section 346 of the Companies Act 1985). EXECUTED AS A DEED by the COMPANY ) /s/ Xxxx Xxxxxx in the presence of:- Xxxx Xxxxxx Xxxxxxx Xxxxx Xxxxxxxxx Xxxx Xxxxxx Xxxxxxxx Xxxxxxxxxxxx XX00 0XX /s/ Xxxxxxx Xxxxxxxxxx Director /s/ Xxxxx Xxxxxxxx Director SIGNED AS A DEED and DELIVERED by ) /s/ Xxxxx X. Xxxx the EXECUTIVE in the presence of:- ) /s/ Xxxxxxxx Xxxxx
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DEALINGS IN SECURITIES. The Executive shall during the Employment and for a period of 1 year after the termination of the Employment comply and shall procure that his spouse and minor children shall comply with all applicable rules of law and recognised investment exchange regulations, including the Securities and Futures Act (Cap.289) of Singapore, Singapore Exchange Securities Trading Limited Listing Manual and the Singapore Code on Take-overs and Mergers, and any Company policy issued in relation to dealings in shares debentures or other securities of the Company and any Group Company or any unpublished price sensitive information affecting the securities of any other company.
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DEALINGS IN SECURITIES. The Executive shall at all times comply with the policies of Gerber and the laws, rules and regulations of the United States and the U.S. Securities and Exchange Commission (SEC) with respect to matters pertaining to financial and other reporting requirements and the purchase and sale of shares of Gerber by any executive of Gerber.
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DEALINGS IN SECURITIES. Employee will remain subject to The Western Union Company’s (the “Company’s”) Xxxxxxx Xxxxxxx and Confidentiality Policy Applicable to “Section 16 Insiders,” as such policy may be amended or replaced from time to time (the “Section 16 Insider Policy”), until the Company files its 2008 Annual Report on Form 10-K (the “2008 Form 10-K”) with the United States Securities and Exchange Commission (the “SEC”). After the Company files its 2008 Form 10-K with the SEC, Employee will be allowed to transact in Company securities without being subject to the Company’s securities transaction pre-clearance procedures as set forth in the Section 16 Insider Policy or The Company’s Xxxxxxx Xxxxxxx and Confidentiality Policy Applicable to Persons on the Advance Clearance List, as such policies may be amended or replaced from time to time; provided, however, that Employee’s transactions in Company securities shall be subject to (1) the Company’s Xxxxxxx Xxxxxxx and Confidentiality Policy Applicable to All Employees, as such policy may be amended or replaced from time to time, for so long as Employee remains employed by the Company, and (2) all applicable laws, rules and regulations, including, without limitation, Section 16 of the Securities Exchange Act of 1934, and the rules promulgated thereunder (“Section 16”). Employee acknowledges and agrees that Employee is solely responsible for filing all required Section 16 reports regarding Employee’s transactions in Company securities and that Company has no responsibility for filing such reports on behalf of Employee. The Company may, however, in its sole discretion, elect to assist Employee in filing such Section 16 reports during the 6-month period following the date the Employee ceases to be designated as a Section 16 officer by the Company provided that the Employee provides to the Company all information needed to file such reports within 12 hours of conducting a transaction in the Company’s securities. Notice shall be given to Xxxxx Xxxxxxx, Western Union, 00000 X Xxxxxxx Xxxxxx, #M21A4, Englewood, CO 80112, xxxxx.xxxxxxx@xxxxxxxxxxxx.xxx, 000-000-0000.
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Related to DEALINGS IN SECURITIES

  • Margin Securities The Company owns no “margin securities” as that term is defined in Regulation U of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), and none of the proceeds of Offering will be used, directly or indirectly, for the purpose of purchasing or carrying any margin security, for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry any margin security or for any other purpose which might cause any of the shares of Common Stock to be considered a “purpose credit” within the meanings of Regulation T, U or X of the Federal Reserve Board.

  • Forward Purchase Securities (i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 2,500,000 Forward Purchase Units for a purchase price of $10.00 per Forward Purchase Unit, or $25,000,000 in the aggregate (the “Forward Purchase Price”). (ii) Each Forward Purchase Warrant will have the same terms as each Private Placement Warrant, and will be subject to the terms and conditions of the Warrant Agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent, in connection with the IPO (the “Warrant Agreement”). Each Forward Purchase Warrant will entitle the holder thereof to purchase one Class A Share at a price of $11.50 per share, subject to adjustment as described in the Warrant Agreement, and only whole Forward Purchase Warrants will be exercisable. The Forward Purchase Warrants will become exercisable on the later of 30 days after the Business Combination Closing and 12 months from the IPO Closing, and will expire five years after the Business Combination Closing or earlier upon the liquidation of the Company, as described in the Warrant Agreement. The Forward Purchase Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Purchaser or its Permitted Transferees (as defined below). For so long as the Forward Purchase Warrants are held by the Purchaser or its Permitted Transferees, the Forward Purchase Warrants will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i). If the Forward Purchase Warrants are held by Persons (as defined below) other than the Purchaser or its Permitted Transferees, the Forward Purchase Warrants will have the same terms as the Public Warrants, as set forth in the Warrant Agreement. (iii) The Company shall require the Purchaser to purchase the Forward Purchase Units by delivering notice to the Purchaser, at least five (5) Business Days before the Business Combination Closing, specifying the date of the Business Combination Closing and instructions for wiring the Forward Purchase Price. The closing of the sale of Forward Purchase Units (the “Forward Closing”) shall be held on the same date and immediately prior to the Business Combination Closing (such date being referred to as the “Forward Closing Date”). At least one (1) Business Day prior to the Forward Closing Date, the Purchaser shall deliver to the Company, to be held in escrow until the Forward Closing, the Forward Purchase Price for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Units to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event the Business Combination Closing does not occur on the date scheduled for closing, the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward Purchase Price to the Purchaser. For purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.

  • Deposit of Securities in Securities Systems The Custodian may deposit and/or maintain Domestic Securities owned by a Fund in a Securities System in accordance with applicable Federal Reserve Board and Securities and Exchange Commission rules and regulations, if any, and subject to the following provisions: (a) the Custodian may hold Domestic Securities of the Fund in the Depository Trust Company or the Federal Reserve's book entry system or, upon receipt of Proper Instructions, in another Securities System provided that such securities are held in an account of the Custodian in the Securities System ("Securities System Account") which shall not include any assets of the Custodian other than assets held as a fiduciary, custodian or otherwise for customers; (b) the records of the Custodian with respect to Domestic Securities of the Fund which are maintained in a Securities System shall identify by book-entry those Domestic Securities belonging to the Fund; (c) the Custodian shall pay for Domestic Securities purchased for the account of the Fund upon (i) receipt of advice from the Securities System that such securities have been transferred to the Securities System Account, and (ii) the making of an entry on the records of the Custodian to reflect such payment and transfer for the account of the Fund. The Custodian shall transfer Domestic Securities sold for the account of the Fund upon (A) receipt of advice from the Securities System that payment for such securities has been transferred to the Securities System Account, and (B) the making of an entry on the records of the Custodian to reflect such transfer and payment for the account of the Fund. Copies of all advices from the Securities System of transfers of Domestic Securities for the account of the Fund shall be maintained for the Fund by the Custodian and be provided to the Fund at its request. Upon request, the Custodian shall furnish the Fund confirmation of the transfer to or from the account of the Fund in the form of a written advice or notice; and (d) upon request, the Custodian shall provide the Fund with any report obtained by the Custodian on the Securities System's accounting system, internal accounting control and procedures for safeguarding domestic securities deposited in the Securities System.

  • Deposit of Fund Assets in Securities Systems The Custodian may deposit and/or maintain securities owned by the Fund in a clearing agency registered with the Securities and Exchange Commission under Section 17A of the Securities Exchange Act of 1934, which acts as a securities depository, or in the book-entry system authorized by the U.S. Department of the Treasury and certain federal agencies, collectively referred to herein as "Securities System" in accordance with applicable Federal Reserve Board and Securities and Exchange Commission rules and regulations, if any, and subject to the following provisions: 1) The Custodian may keep securities of the Fund in a Securities System provided that such securities are represented in an account ("Account") of the Custodian in the Securities System which shall not include any assets of the Custodian other than assets held as a fiduciary, custodian or otherwise for customers; 2) The records of the Custodian with respect to securities of the Fund which are maintained in a Securities System shall identify by book-entry those securities belonging to the Fund; 3) The Custodian shall pay for securities purchased for the account of the Fund upon (i) receipt of advice from the Securities System that such securities have been transferred to the Account, and (ii) the making of an entry on the records of the Custodian to reflect such payment and transfer for the account of the Fund. The Custodian shall transfer securities sold for the account of the Fund upon (i) receipt of advice from the Securities System that payment for such securities has been transferred to the Account, and (ii) the making of an entry on the records of the Custodian to reflect such transfer and payment for the account of the Fund. Copies of all advices from the Securities System of transfers of securities for the account of the Fund shall identify the Fund, be maintained for the Fund by the Custodian and be provided to the Fund at its request. Upon request, the Custodian shall furnish the Fund confirmation of each transfer to or from the account of the Fund in the form of a written advice or notice and shall furnish to the Fund copies of daily transaction sheets reflecting each day's transactions in the Securities System for the account of the Fund. 4) The Custodian shall provide the Fund with any report obtained by the Custodian on the Securities System's accounting system, internal accounting control and procedures for safeguarding securities deposited in the Securities System; 5) The Custodian shall have received the initial or annual certificate, as the case may be, required by Article 9 hereof; 6) Anything to the contrary in this Contract notwithstanding, the Custodian shall be liable to the Fund for any loss or damage to the Fund resulting from use of the Securities System by reason of any negligence, misfeasance or misconduct of the Custodian or any of its agents or of any of its or their employees or from failure of the Custodian or any such agent to enforce effectively such rights as it may have against the Securities System; at the election of the Fund, it shall be entitled to be subrogated to the rights of the Custodian with respect to any claim against the Securities System or any other person which the Custodian may have as a consequence of any such loss or damage if and to the extent that the Fund has not been made whole for any such loss or damage.

  • Legend on Securities Each certificate representing Securities issued to any Stockholder shall bear the following legend on the face thereof: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS AGREEMENT AMONG VESTAR/CALVARY HOLDINGS, INC. (THE "COMPANY"), SHERIDAN HEALTHCARE, INC., VESTAR/CALVARY INVESTORS, LLC., AND THE MANAGEMENT INVESTORS PARTIES THERETO, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT AND (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) IF THE COMPANY HAS BEEN FURNISHED WITH AN OPINION REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT, INCLUDING RESTRICTIONS RELATING TO THE EXERCISE OF ANY VOTING RIGHTS GRANTED BY THE SECURITIES."

  • Sale of Placement Securities On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, upon the Sales Agent’s acceptance of the terms of a Placement Notice or upon receipt by the Sales Agent of an Acceptance, as the case may be, and unless the sale of the Placement Securities described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Sales Agent, for the period specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable), will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Securities up to the amount specified, and otherwise in accordance with the terms of such Placement Notice (as amended by the corresponding Acceptance, if applicable). Each of the Company and the Operating Partnership acknowledges and agrees that (i) there can be no assurance that the Sales Agent will be successful in selling Placement Securities, (ii) the Sales Agent will incur no liability or obligation to the Company or the Operating Partnership or any other person or entity if it does not sell Placement Securities for any reason other than a failure by the Sales Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Securities as required under this Section 6 and (iii) the Sales Agent shall be under no obligation to purchase Securities on a principal basis pursuant to this Agreement, except as otherwise agreed by the Sales Agent in the Placement Notice (as amended by the corresponding Acceptance, if applicable).

  • May Hold Securities The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent.

  • Portfolio Securities Portfolio securities of the Issuer may be bought or sold by or through Distributors, and Distributors may participate directly or indirectly in brokerage commissions or "spreads" for transactions in portfolio securities of the Issuer.

  • Purchases and Sales of Securities The Company shall not, and shall use its best efforts to cause its affiliates (as defined in Rule 405 under the 0000 Xxx) not to, purchase and then resell or otherwise transfer any Securities.

  • Issuance of the Preferred Securities On ________________, ______ the Depositor, on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of Preferred Securities having an aggregate Liquidation Amount of $__________________, against receipt of such aggregate purchase price of such Preferred Securities of $_________________, which amount the Administrative Trustee shall promptly deliver to the Property Trustee. If there is a Second Time of Delivery, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of up to Preferred Securities having an aggregate Liquidation Amount of up to $__________, against receipt of such aggregate purchase price of such Preferred Securities of $____________, which amount such Administrative Trustees shall promptly deliver to the Property Trustee, on the date specified pursuant to the Underwriting Agreement.

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