Market-Making Activities Sample Clauses

Market-Making Activities. If at any time Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated ("Xxxxxxx Xxxxx") is unable to obtain opinions from Skadden, Arps, Slate, Xxxxxxx & Xxxx (Illinois) and Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P. that it is not an affiliate of the Company for purposes of the 1933 Act, then the Company shall, at its expense, (i) use its best efforts to amend the Registration Statement as soon as practicable to include such disclosures as may be necessary to permit the U.S. Prospectus contained in the Registration Statement to be used in connection with offers and sales by the U.S. Underwriters for market-making activities of the Common Stock and (ii) use its best efforts to keep the Registration Statement continuously effective, supplemented and amended and to take such other actions, including, but not limited to, filing an amendment to the Registration Statement and related U.S. Prospectus to update such Registration Statement and International Prospectus to include all information required to be filed pursuant to Section 3(l) hereof (including, but not limited to, the Company's annual reports on Form 10-K, quarterly reports on Form 10-Q and periodic reports on Form 8-K), to the extent necessary, in the reasonable judgment of Xxxxxxx Xxxxx, to ensure that it is available for sales of Common Stock in connection with market-making activities by the U.S. Underwriters and to ensure that it conforms with the requirements of this Agreement, the 1933 Act and the policies, rules and regulations of the Commission as announced from time to time, until such time as Xxxxxxx Xxxxx shall receive such opinions, at the expense of the Company, from Skadden, Arps, Slate, Xxxxxxx & Xxxx (Illinois) and Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P. that Xxxxxxx Xxxxx is not an affiliate of the Company for purposes of the 1933 Act. The Company agrees, at its expense, to furnish the U.S. Underwriters with as many copies of the Registration Statement, U.S. Prospectus and each report of the Company filed with the Commission pursuant to Section 13 or 15 of the 1934 Act attached to the most recent U.S. Prospectus as the U.S. Underwriters shall reasonably request in connection with its market-making activities. If at any time when the U.S. Prospectus is required by the 1933 Act to be delivered in connection with market-making activities of the U.S. Underwriters, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the U.S. Und...
Sample 1
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Market-Making Activities. AMS hereby represents to the Company that Xxxxxxx Securities, an affiliate of AMS, is currently registered and licensed to publish a quotation for, and act as market-maker in, a security under the rules of the NASD and, as such, Xxxxxxx Securities may, in its sole discretion and subject to regulatory requirements, make a market in the Company's common stock from time to time. The Company hereby acknowledges and agrees that: (A) NASD Rule 2460 specifically prohibits broker-dealers such as Xxxxxxx Securities from accepting any payment or other consideration, directly or indirectly, from an issuer of a security, or any affiliate or promoter thereof, for publishing a quotation, acting as market maker in a security, or submitting an application in connection therewith; (B) Xxxxxxx Securities maintains full compliance with this rule at all times, and the Services to be provided hereunder are "bona fide services" as permitted by Rule 2460; (C) the compensation payable to AMS under this Agreement is not, and should not be construed to be, for the provision of any market-making services; and (D) nothing contained in this Agreement shall be construed as an agreement by AMS to cause Xxxxxxx Securities to make a market in the Company's common stock.
Sample 1
Market-Making Activities. For so long as any of the Initial Securities is outstanding and CSFB or any of its affiliates (as defined in the rules and regulations under the Securities Act) owns any equity securities of the Company or any of their affiliates and proposes to make a market in the Initial Securities or Exchange Securities in the ordinary course of its business and is required to deliver a prospectus in connection with such market making activities, the Company agrees to (i) provide CSFB and its affiliates, without charge, as many copies of a prospectus (any such prospectus, a “Market Making Prospectus”) as they may reasonably request, (ii) periodically amend the Exchange Offer Registration Statement, or, if required to be filed, the Shelf Registration Statement, so that the information contained therein complies with the requirements of Section 10(a) of the Securities Act, (iii) amend the Exchange Offer Registration Statement or, if required to be filed, the Shelf Registration Statement, or amend or supplement the Market Making Prospectus when necessary to reflect any material changes in the information provided therein and promptly file such amendment or supplement with the Commission and provide CSFB and its affiliates with copies of each amendment or supplement so filed and (iv) indemnify CSFB and its affiliates with respect to the Market Making Prospectus and, if applicable, contribute to any amount paid or payable by CSFB and its affiliates in a manner substantially identical to that specified in Section 5 hereof (with appropriate modifications). The Company consents to the use, subject to the provisions of the Securities Act and the state securities or Blue Sky laws of the jurisdictions in which the Initial Securities are offered by CSFB and its affiliates, of each Market Making Prospectus.
Sample 1
Market-Making Activities. Upon execution of this Agreement, Introducing Firm shall promptly provide to the Risk Management Officer of Clearing Agent a complete list of all securities in which Introducing Firm makes a market as such is defined and understood in the industry. Subsequent to that initial submission, Introducing Firm shall submit to the Risk Management Officer quarterly updates of any such securities and shall promptly communicate to the Risk Management Officer any changes to, additions to, or deletions from such list as they occur.
Sample 1

Related to Market-Making Activities

  • Trading Activities Neither the Buyer nor its affiliates has an open short position in the common stock of the Company and the Buyer agrees that it shall not, and that it will cause its affiliates not to, engage in any short sales of or hedging transactions with respect to the common stock of the Company.

  • Marketing Activities The Borrower will not, and will not permit any of its Subsidiaries to, engage in marketing activities for any Hydrocarbons or enter into any contracts related thereto other than (i) contracts for the sale of Hydrocarbons scheduled or reasonably estimated to be produced from their proved Oil and Gas Properties during the period of such contract, (ii) contracts for the sale of Hydrocarbons scheduled or reasonably estimated to be produced from proved Oil and Gas Properties of third parties during the period of such contract associated with the Oil and Gas Properties of the Borrower and its Subsidiaries that the Borrower or one of its Subsidiaries has the right to market pursuant to joint operating agreements, unitization agreements or other similar contracts that are usual and customary in the oil and gas business and (iii) other contracts for the purchase and/or sale of Hydrocarbons of third parties (A) which have generally offsetting provisions (i.e. corresponding pricing mechanics, delivery dates and points and volumes) such that no “position” is taken and (B) for which appropriate credit support has been taken to alleviate the material credit risks of the counterparty thereto.

  • Competing Activities Notwithstanding any duty otherwise existing at law or in equity, (i) neither a Member nor a Manager of the Company, or any of their respective affiliates, partners, members, shareholders, directors, managers, officers or employees, shall be expressly or impliedly restricted or prohibited solely by virtue of this Agreement or the relationships created hereby from engaging in other activities or business ventures of any kind or character whatsoever and (ii) except as otherwise agreed in writing or by written Company policy, each Member and Manager of the Company, and their respective affiliates, partners, members, shareholders, directors, managers, officers and employees, shall have the right to conduct, or to possess a direct or indirect ownership interest in, activities and business ventures of every type and description, including activities and business ventures in direct competition with the Company.

  • Lobbying Activities [Added] A. Pursuant to 31 U.S.C. § 1352, and any regulations promulgated thereunder, the Contractor hereby assures and certifies, to the best of its knowledge and belief, that no federally appropriated funds have been paid, or will be paid, by or on behalf of the Contractor, to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress, in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan or cooperative agreement. B. If any funds other than federally appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this Contract, the Contractor shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying”. If the Contractor is required to submit Standard Form-LLL, the form and instructions for preparation of the form may be obtained from the State. C. The Contractor shall require that the language of this certification be included in any subcontracts and that all subcontractors shall certify and disclose accordingly. D. The foregoing certification is a material representation of fact upon which reliance was or will be placed when entering into this Contract and any transactions with the State. Submission of this certification is a prerequisite for making or entering into any transaction as imposed by 31 U.S.C. § 1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000.00 and not more than $100,000.00 for each such failure.

  • Certain Trading Activities Other than with respect to the transactions contemplated herein, since the earlier to occur of (i) the time that such Purchaser was first contacted by the Borrowers or any other Person regarding the transactions contemplated hereby and (ii) the tenth day prior to the date of this Agreement, neither the Purchaser nor any Affiliate of such Purchaser which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Purchaser’s investments or trading or information concerning such Purchaser’s investments, including in respect of the Notes, and (z) is subject to such Purchaser’s review or input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”) has directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser or Trading Affiliate, effected or agreed to effect any transactions in the securities of the Borrowers (including, without limitation, any Short Sales involving the Borrowers’ securities). Notwithstanding the foregoing, in the case of a Purchaser and/or Trading Affiliate that is, individually or collectively, a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s or Trading Affiliate’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s or Trading Affiliate’s assets, the representation set forth above shall apply only with respect to the portion of assets managed by the portfolio manager that have knowledge about the financing transaction contemplated by this Agreement. Other than to other Persons party to this Agreement, disclosures to potential co-investors or as otherwise consented to by the Borrowers, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).

  • No Marketing Activities Contractor is prohibited from using the Work for any Contractor or third-party marketing, advertising, or promotional activities, without the prior written consent of System Agency. The foregoing prohibition includes, without limitation, the placement of banners, pop-up ads, or other advertisements promoting Contractor’s or a third party’s products, services, workshops, trainings, or other commercial offerings on any website portal or internet-based service or software application hosted or managed by Contractor as part of the Work.

  • Market Activities The Company will not, directly or indirectly, (i) take any action designed to cause or result in, or that constitutes or would reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of Common Stock or (ii) sell, bid for, or purchase Common Stock in violation of Regulation M, or pay anyone any compensation for soliciting purchases of the Placement Shares other than the Agent.

  • Regulatory Activities Beginning on the Effective Date and to the extent UGNX remains the Lead Development Party with respect to a particular territory, subject to and in accordance with the terms and conditions of this Agreement and the requirements of Applicable Laws, UGNX, shall: (a) use Commercially Reasonable Efforts to file (or have filed) all Regulatory Filings with respect to the Licensed Products in the Field in order to obtain Marketing Approvals in each country in the Territory and the European Territory (or to obtain the European Centralized Approval in the European Core Territory) and in order to obtain Pricing and/or Reimbursement Approvals in the Profit Share Territory; (b) respond in a timely fashion to requests for data and information from Regulatory Authorities with respect to the Licensed Products in the Field in the Territory and the European Territory; and (c) meet with officials of the Regulatory Authorities at such times as may be requested by such Regulatory Authorities with respect to the Core Development Activities (“Regulatory Activities”), provided that KHK will have primary responsibility for obtaining, and UGNX shall provide all assistance reasonably requested by KHK, in relation to Pricing and/or Reimbursement Approvals for the Licensed Products in the Field in the European Territory. For the avoidance of doubt, UGNX will be responsible for obtaining, and KHK will provide all assistance reasonably requested by UGNX, in relation to Pricing and/or Reimbursement Approvals, if any, for the Licensed Products in the Field in the Profit Share Territory as part of the UGNX Core Development Activities, it being understood that the costs incurred by UGNX in connection with such activities will be shared equally (50/50). All such Regulatory Activities will be conducted in a manner consistent with the Core Development Plan and coordinated by the JSC in accordance with Article 3. Without limiting the applicability of the foregoing and the remainder of this Article 5, UGNX shall interface with the applicable Regulatory Authority(ies) and, through the JDC, shall keep KHK reasonably informed of all material events and developments occurring in the course of the Regulatory Activities, including scheduled UGNX regulatory strategy discussions and meetings with Regulatory Authorities in the Territory and the European Territory relating to the Licensed Products in the Field.

  • Securities Activities A. Neither Company nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. B. Following application of the proceeds of each Loan, not more than 25% of the value of the assets (either of Company only or of Company and its Subsidiaries on a consolidated basis) subject to the provisions of subsection 7.2 or 7.7 or subject to any restriction contained in any agreement or instrument, between Company and any Lender or any Affiliate of any Lender, relating to Indebtedness and within the scope of subsection 8.2, will be Margin Stock.

  • Certain Market Activities Neither the Company, nor any of the Subsidiaries, nor any of their respective directors, officers or controlling persons has taken, directly or indirectly, any action designed, or that has constituted or might reasonably be expected to cause or result in, under the Exchange Act or otherwise, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Placement Shares.

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