{"component": "clause", "props": {"groups": [{"snippet": "(a) For the sole benefit of \u2587\u2587\u2587\u2587\u2587\u2587\u2587, \u2587\u2587\u2587\u2587\u2587 & Co. (in such capacity, the \u201cMarket-Maker\u201d) or any of its affiliates (as defined in the rules and regulations of the SEC), so long as (x) any of the Registrable Securities are outstanding and (y) it would be necessary under applicable laws, rules and regulations, in the reasonable opinion of the Market-Maker, for the Market-Maker or any of its affiliates to deliver a prospectus in connection with market-making activities with respect to the Registrable Securities and the Market-Maker or such affiliate proposes to make a market in the Registrable Securities or Exchange Securities as part of its business in the ordinary course, the following provisions shall apply for the sole benefit of the Market-Maker:\n(i) The Issuer shall file under the Securities Act one or more registration statements, in a form approved by the Market-Maker (each such filing, a \u201cMarket-Making Registration,\u201d and each such registration statement, a \u201cMarket-Making Registration Statement\u201d). The Issuer agrees to use its commercially reasonable efforts to cause a Market-Making Registration Statement with respect to the Exchange Securities (and, upon reasonable request by the Market-Maker, the Issuer will use commercially reasonable efforts to have such Market-Making Registration Statement also cover the Securities) to be declared effective on or prior to (i) the date the Exchange Offer is completed pursuant to Section 2(a) above or (ii) the date the Initial Shelf Registration Statement becomes or is declared effective pursuant to Section 3 above, and, in each case, to keep such Market-Making Registration Statement continuously effective for so long as the Market-Maker may be required to deliver a prospectus in connection with transactions in the Registrable Securities or the Exchange Securities, as the case may be. In the event that the Market-Maker holds Registrable Securities or Exchange Securities at the time the Exchange Offer is to be conducted under Section 2(a) above, the Issuer agrees that the applicable Market-Making Registration shall provide for the resale by the Market-Maker of such Registrable Securities or Exchange Securities, as the case may be, and shall use its commercially reasonable efforts to keep the Market-Making Registration Statement continuously effective for so long as the Market-Maker may be required to deliver a prospectus in connection with the sale of such Registrable Securities or Exchange Securities, as the case may be. The Issuer further agrees to supplement or make amendments to each Market-Making Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Issuer for the applicable Market-Making Registration Statement, and the Issuer agrees to furnish to the Market-Maker copies of any such supplement or amendment prior to its being used or promptly following its filing with the SEC.\n(ii) Notwithstanding the foregoing, the Issuer may suspend the offering and sale under a Market-Making Registration Statement for a period or periods the Board of Directors of the Issuer reasonably determines to be advisable for valid business reasons, but in any event not in excess of 45 consecutive days or more than three (3) times during any calendar year during which such Market-Making Registration Statement is required to be effective and usable hereunder (measured from the time such Market-Making Registration Statement becomes effective to successive anniversaries thereof) if (A) (i) the Board of Directors of the Issuer determines in good faith that such action is in the best interests of the Issuer or (ii) such Market-Making Registration Statement, prospectus or amendment or supplement thereto contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (B) the Issuer notifies the Market-Maker within five days before the effectiveness of such suspension.\n(iii) The Issuer shall notify the Market-Maker (A) when any post-effective amendment to a Market-Making Registration Statement or any amendment or supplement to the related prospectus has been filed, and, with respect to any post-effective amendment, when the same has become effective; (B) of any request by the SEC for any post-effective amendment to a Market-Making Registration Statement, any supplement or amendment to the related prospectus or for additional information; (C) the issuance by the SEC of any stop order suspending the effectiveness of a Market-Making Registration Statement or the initiation of any proceedings for that purpose; (D) of the receipt by the Issuer of any notification with respect to the suspension of the qualification of the Registrable Securities or Exchange Securities for sale in any jurisdiction or the initiation or threatening of any proceedings for such purpose; and (E) of the happening of any event that makes any statement made in a Market-Making Registration Statement, the related prospectus or any amendment or supplement thereto untrue or that requires the making of any changes in a Market-Making Registration Statement, such prospectus or any amendment or supplement thereto, in order to make the statements therein not misleading.\n(iv) If any event contemplated by Section 4(a)(iii)(B), (D) and (E) occurs during the period for which the Issuer is required to maintain an effective Market-Making Registration Statement, the Issuer shall use its commercially reasonable efforts to promptly prepare and file with the SEC a post-effective amendment to the applicable Market-Making Registration Statement or an amendment or supplement to the related prospectus or file any other required document so that the prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.\n(v) In the event of the issuance of any stop order suspending the effectiveness of a Market-Making Registration Statement or of any order suspending the qualification of the Registrable Securities or Exchange Securities for sale in any jurisdiction, the Issuer shall use its commercially reasonable efforts to obtain its withdrawal.\n(vi) The Issuer shall furnish to the Market-Maker at least one conformed copy of each Market-Making Registration Statement and any post-effective amendment thereto and, if not available on \u2587\u2587\u2587\u2587\u2587, electronic copies of the related prospectus and any amendment or supplement thereto.\n(vii) The Issuer shall consent to the use of the prospectus contained in a Market-Making Registration Statement or any amendment or supplement thereto by the Market-Maker in connection with its market-making activities.\n(viii) Notwithstanding the foregoing provisions of this Section 4, the Issuer may for valid business reasons, including without limitation, a potential acquisition, divestiture of assets or other material corporate transaction, issue a notice that a Market-Making Registration Statement is no longer effective or the prospectus included therein is no longer usable for offers and sales of Registrable Securities or Exchange Securities (or Securities, if applicable) and may issue any notice suspending use of such Market-Making Registration Statement required under applicable securities laws to be issued for so long as valid business reasons exist and the Issuer shall not be obligated to amend or supplement such Market-Making Registration Statement or the prospectus included therein until it reasonably deems appropriate. The Market-Maker agrees that upon receipt of any notice from the Issuer pursuant to this Section 4(a)(viii), it will discontinue use of each Market-Making Registration Statement until receipt of copies of the supplemented or amended prospectus relating thereto until advised in writing by the Issuer that the use of a Market-Making Registration Statement may be resumed.\n(b) In connection with a Market-Making Registration Statement, the Issuer shall (i) make reasonably available for inspection by a representative of, and counsel acting for, the Market-Maker all relevant financial and other records, pertinent corporate documents and properties of the Issuer and its subsidiaries and (ii) use its reasonable best efforts to have its officers, directors, employees, accountants and counsel supply all relevant information reasonably requested by such representative or counsel or the Market-Maker.\n(c) Prior to the effective date of a Market-Making Registration Statement, the Issuer will use its commercially reasonable efforts to register or qualify such Registrable Securities or Exchange Securities (or Securities, if applicable), as applicable, for offer and sale under the securities or blue sky laws of such jurisdictions as the Market-Maker reasonably requests in writing and do any and all other acts or things necessary or advisable to enable the offer and sale in such jurisdictions of the Securities covered by such Market-Making Registration Statement; provided that neither the Issuer nor any Guarantor will be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process or to taxation in any such jurisdiction where it is not then so subject.\n(d) The Issuer represents that each Market-Making Registration Statement, any post-effective amendments thereto, any amendments or supplements to the related prospectus and any documents filed by them under the Exchange Act will, when they become effective or are filed with the SEC, as the case may be, conform in all respects to the requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC thereunder and will not, as of the effective date of such Market-Making Registration Statement or post-effective amendments and as of the filing date of amendments or supplements to such prospectus or filings under the Exchange Act, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading; provided that no representation or warranty is made as to information contained in or omitted from a Market-Making Registration Statement or the related prospectus in reliance upon and in conformity with written information furnished to the Issuer by the Market-Maker specifically for inclusion therein, which information the parties hereto agree will be limited to the statements concerning the market making activities of the Market-Maker to be set forth on the cover page and in the \u201cPlan of Distribution\u201d section of the prospectus.\n(e) The Issuer and the Guarantors, on the one hand, and the Market-Maker, on the other hand, hereby agree to indemnify each other, and, if applicable, contribute to the other, in accordance with Section 8 of this Agreement.\n(f) The Issuer will comply with the provisions of this Section 4 at its own expense.\n(g) The agreements contained in this Section 4 and the representations, warranties and agreements contained in this Agreement shall survive all offers and sales of the Securities, Registrable Securities or Exchange Securities, as the case may be, and shall remain in full force and effect, regardless of any termination or cancellation of agreements outside this Section 4 of this Agreement or any investigation made by or on behalf of any indemnified party. For purposes of this Section 4, any reference to the terms \u201camend,\u201d \u201camendment\u201d or \u201csupplement\u201d with respect to the applicable Market-Making Registration Statement or the prospectus contained therein shall be deemed to refer to and include the filing under the Exchange Act of any document deemed to be incorporated therein by reference.", "size": 79, "samples": [{"hash": "8U7p1Qzbrbx", "uri": "/contracts/8U7p1Qzbrbx#market-making", "label": "Registration Rights Agreement (LVB Acquisition, Inc.)", "score": 23.7570157426, "published": true}, {"hash": "5IrgOKkGGIY", "uri": "/contracts/5IrgOKkGGIY#market-making", "label": "Registration Rights Agreement (LVB Acquisition, Inc.)", "score": 23.7570157426, "published": true}, {"hash": "9Olwy7WSWnl", "uri": "/contracts/9Olwy7WSWnl#market-making", "label": "Registration Rights Agreement (LVB Acquisition, Inc.)", "score": 23.6338124572, "published": true}], "snippet_links": [{"key": "for-the-sole-benefit-of", "type": 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1267]}, {"key": "the-exchange-offer", "type": "clause", "offset": [1398, 1416]}, {"key": "initial-shelf-registration-statement", "type": "clause", "offset": [1482, 1518]}, {"key": "pursuant-to-section-3", "type": "clause", "offset": [1552, 1573]}, {"key": "each-case", "type": "definition", "offset": [1589, 1598]}, {"key": "continuously-effective", "type": "definition", "offset": [1650, 1672]}, {"key": "the-case", "type": "definition", "offset": [1838, 1846]}, {"key": "at-the-time", "type": "clause", "offset": [1942, 1953]}, {"key": "applicable-market", "type": "definition", "offset": [2045, 2062]}, {"key": "provide-for", "type": "clause", "offset": [2089, 2100]}, {"key": "sale-of", "type": "clause", "offset": [2424, 2431]}, {"key": "amendments-to", "type": "clause", "offset": [2552, 2565]}, {"key": "required-by", "type": "definition", "offset": [2621, 2632]}, {"key": "applicable-to", "type": "clause", "offset": [2672, 2685]}, {"key": "form-used", "type": "clause", "offset": [2703, 2712]}, {"key": "by-the-issuer", "type": "clause", "offset": [2713, 2726]}, {"key": "furnish-to", "type": "clause", "offset": [2809, 2819]}, {"key": "or-amendment", "type": "definition", "offset": [2867, 2879]}, {"key": "promptly-following", "type": "clause", "offset": [2907, 2925]}, {"key": "notwithstanding-the-foregoing", "type": "clause", "offset": [2956, 2985]}, {"key": "the-offering", "type": "clause", "offset": [3010, 3022]}, {"key": "the-board-of-directors", "type": "clause", "offset": [3101, 3123]}, {"key": "valid-business-reasons", "type": "clause", "offset": [3180, 3202]}, {"key": "days-or-more", "type": "clause", "offset": [3253, 3265]}, {"key": "calendar-year", "type": "clause", "offset": [3298, 3311]}, {"key": "in-good-faith", "type": "definition", "offset": [3596, 3609]}, {"key": "best-interests", "type": "definition", "offset": [3637, 3651]}, {"key": "amendment-or-supplement", "type": "clause", "offset": [3731, 3754]}, {"key": "statement-of", "type": "clause", "offset": 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"suspension-of-the", "type": "clause", "offset": [4800, 4817]}, {"key": "qualification-of-the", "type": "clause", "offset": [4818, 4838]}, {"key": "for-sale", "type": "clause", "offset": [4885, 4893]}, {"key": "any-jurisdiction", "type": "definition", "offset": [4897, 4913]}, {"key": "statement-made", "type": "clause", "offset": [5037, 5051]}, {"key": "changes-in", "type": "clause", "offset": [5199, 5209]}, {"key": "section-4", "type": "definition", "offset": [5396, 5405]}, {"key": "during-the-period", "type": "clause", "offset": [5437, 5454]}, {"key": "to-maintain", "type": "clause", "offset": [5488, 5499]}, {"key": "required-document", "type": "definition", "offset": [5806, 5823]}, {"key": "the-prospectus", "type": "definition", "offset": [5832, 5846]}, {"key": "in-the-event-of", "type": "definition", "offset": [6069, 6084]}, {"key": "any-order", "type": "definition", "offset": [6193, 6202]}, {"key": "efforts-to-obtain", "type": "clause", "offset": [6364, 6381]}, {"key": "conformed-copy", "type": "definition", "offset": [6461, 6475]}, {"key": "not-available", "type": "definition", "offset": [6570, 6583]}, {"key": "copies-of-the", "type": "clause", "offset": [6605, 6618]}, {"key": "consent-to", "type": "clause", "offset": [6702, 6712]}, {"key": "contained-in", "type": "definition", "offset": [6739, 6751]}, {"key": "provisions-of-this-section", "type": "clause", "offset": [6936, 6962]}, {"key": "including-without-limitation", "type": "clause", "offset": [7009, 7037]}, {"key": "potential-acquisition", "type": "clause", "offset": [7041, 7062]}, {"key": "divestiture-of-assets", "type": "clause", "offset": [7064, 7085]}, {"key": "other-material", "type": "definition", "offset": [7089, 7103]}, {"key": "corporate-transaction", "type": "definition", "offset": [7104, 7125]}, {"key": "a-notice", "type": "definition", "offset": [7133, 7141]}, {"key": "offers-and-sales", "type": "clause", "offset": [7268, 7284]}, {"key": "if-applicable", "type": "clause", "offset": 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"date-of", "type": "clause", "offset": [8653, 8660]}, {"key": "to-register", "type": "clause", "offset": [8757, 8768]}, {"key": "offer-and-sale", "type": "clause", "offset": [8882, 8896]}, {"key": "blue-sky-laws", "type": "definition", "offset": [8921, 8934]}, {"key": "requests-in-writing", "type": "clause", "offset": [8988, 9007]}, {"key": "other-acts", "type": "definition", "offset": [9027, 9037]}, {"key": "covered-by", "type": "definition", "offset": [9140, 9150]}, {"key": "provided-that", "type": "clause", "offset": [9194, 9207]}, {"key": "to-qualify", "type": "clause", "offset": [9262, 9272]}, {"key": "any-action", "type": "definition", "offset": [9363, 9373]}, {"key": "service-of-process", "type": "definition", "offset": [9408, 9426]}, {"key": "represents-that", "type": "clause", "offset": [9515, 9530]}, {"key": "effective-amendments", "type": "clause", "offset": [9583, 9603]}, {"key": "amendments-or-supplements", "type": "clause", "offset": [9617, 9642]}, {"key": "documents-filed", "type": "clause", "offset": [9677, 9692]}, {"key": "the-exchange-act", "type": "definition", "offset": [9707, 9723]}, {"key": "in-all-respects", "type": "clause", "offset": [9812, 9827]}, {"key": "requirements-of-the-securities-act", "type": "clause", "offset": [9835, 9869]}, {"key": "as-of-the-effective-date", "type": "clause", "offset": [9957, 9981]}, {"key": "filing-date", "type": "definition", "offset": [10070, 10081]}, {"key": "no-representation-or-warranty", "type": "clause", "offset": [10406, 10435]}, {"key": "to-information", "type": "clause", "offset": [10447, 10461]}, {"key": "conformity-with", "type": "clause", "offset": [10580, 10595]}, {"key": "information-furnished", "type": "clause", "offset": [10604, 10625]}, {"key": "the-parties-hereto", "type": "clause", "offset": [10714, 10732]}, {"key": "concerning-the", "type": "clause", "offset": [10773, 10787]}, {"key": "activities-of-the", "type": "clause", "offset": [10802, 10819]}, {"key": "cover-page", "type": "definition", "offset": [10856, 10866]}, {"key": "plan-of-distribution", "type": "clause", "offset": [10879, 10899]}, {"key": "the-guarantors", "type": "clause", "offset": [10947, 10961]}, {"key": "the-other-hand", "type": "clause", "offset": [11005, 11019]}, {"key": "to-indemnify", "type": "clause", "offset": [11034, 11046]}, {"key": "in-accordance-with", "type": "definition", "offset": [11104, 11122]}, {"key": "section-8", "type": "clause", "offset": [11123, 11132]}, {"key": "the-provisions-of-this", "type": "clause", "offset": [11184, 11206]}, {"key": "the-agreements", "type": "clause", "offset": [11241, 11255]}, {"key": "warranties-and-agreements", "type": "clause", "offset": [11309, 11334]}, {"key": "in-this-agreement", "type": "clause", "offset": [11345, 11362]}, {"key": "full-force-and-effect", "type": "definition", "offset": [11504, 11525]}, {"key": "cancellation-of-agreements", "type": "clause", "offset": [11560, 11586]}, {"key": "agreement-or", "type": "definition", "offset": [11618, 11630]}, {"key": "by-or-on-behalf-of", "type": "definition", "offset": [11654, 11672]}, {"key": "indemnified-party", "type": "definition", "offset": [11677, 11694]}, {"key": "for-purposes-of-this-section", "type": "clause", "offset": [11696, 11724]}, {"key": "any-reference-to", "type": "definition", "offset": [11728, 11744]}, {"key": "the-terms", "type": "definition", "offset": [11745, 11754]}, {"key": "refer-to", "type": "definition", "offset": [11915, 11923]}, {"key": "by-reference", "type": "clause", "offset": [12020, 12032]}], "hash": "85fd27044899891270a809cea0cc6aa1", "id": 1}, {"snippet": "14.1 When Tickmill Ltd executes orders as Agent for the Client on a recognized stock or futures exchange, Tickmill Ltd will not be a party to such a trade as such orders will be executed in the trading system of the relevant exchange at the best price and the most favourable conditions available at the time of the order or according to the Client's specific instructions, e.g. in a situation where the Client has chosen to limit the order. Tickmill Ltd will not include any additional spread in the price of the execution achieved for the Client but will be remunerated according to the Commissions, Charges & Margin Schedule.\n14.2 The Client is specifically made aware that in certain markets, including the foreign exchange markets, OTC foreign exchange options and CFD Contracts, Tickmill Ltd may act as a Market Maker.\n14.3 When acting as a Market Maker, Tickmill Ltd will under normal market circumstances quote the Client bid and ask prices.\n14.4 In order for Tickmill Ltd to quote prices with the swiftness normally associated with speculative trading, Tickmill Ltd may have to rely on available price or availability information that may later prove to be faulty due to specific market circumstances, for instance, but not limited to, lack of liquidity in or suspension of an asset or errors in feeds from information providers or quotes from Counterparties. If so and if Tickmill Ltd has acted in good faith when providing the price to the Client, Tickmill Ltd may cancel the trade with the Client but shall do so within reasonable time and shall provide the Client with a full explanation for the reason for such cancellation.\n14.5 Following execution of any position with a Client, Tickmill Ltd may at Tickmill Ltd's reasonable discretion subsequently offset each such client position with another client position, or a position with one of Tickmill Ltd's Counterparties or retain a proprietary position in the market with the intention to obtain trading profits from such positions. Such decisions and actions may therefore result in Tickmill Ltd offsetting client positions at prices different (sometimes significantly different) from prices quoted to clients, resulting in trading profits or losses for Tickmill Ltd. This in turn can raise the possibility of the Client incurring what may be seen as an implied cost (i.e. the difference between the price at which the Client traded with Tickmill Ltd and the price at which Tickmill Ltd subsequently traded with Counterparties and/or other clients) due to any profits realised by Tickmill Ltd as a result of the Market Making function. However the Market Making function may involve significant costs to Tickmill Ltd if the market moves against Tickmill Ltd as compared to the price at which Tickmill Ltd traded with the Client.\n14.6 The Client accepts that Tickmill Ltd in such markets where Tickmill Ltd acts as Market Maker, may hold positions that are contrary to positions of the Client, resulting in potential conflicts of interest between Tickmill Ltd and the Client, cf. Clause 16.\n14.7 In markets, where Tickmill Ltd acts as a Market Maker, the Client accepts that Tickmill Ltd has no obligation to quote prices to clients at all times in any given market, nor to quote such prices to clients with a specific maximum spread.\n14.8 In markets, where Tickmill Ltd acts as a Market Maker, Tickmill Ltd may or may not charge commissions. However, irrespective of whether or not Tickmill Ltd charges any commissions, the Client accepts that Tickmill Ltd will seek to make additional profits out of its performance as a Market Maker and the size of any such profits may be considerable if and when compared with the Client's margin deposit.\n14.9 The Client acknowledges, recognizes and accepts that the price quoted to the Client includes a spread when compared with the price to which Tickmill Ltd may have covered or expected to be able to cover the Contract in a trade with another client or a Counterparty. Furthermore, the Client acknowledges, recognizes and accepts that said spread constitutes remuneration to Tickmill Ltd and that such spread not necessarily can be calculated for all Contracts and that such spread will not be specified at the Settlement/Trade Confirmation or otherwise revealed to the Client.\n14.10 The Client acknowledges, recognizes and accepts that Tickmill Ltd quotes variable spreads on options. The Client is specifically made aware that variable option spreads are affected by actual market conditions, which are beyond Tickmill Ltd\u2019s control. Tickmill Ltd does not guarantee any maximum or minimum quotable option spreads.\n14.11 Any commission costs, interest charges, costs associated to and included in the spreads quoted by Tickmill Ltd as a Market Maker in certain markets and other fees and charges will consequently influence the Client's trading result and will have a negative effect on the Client's trading performance compared to a situation if such commission costs, interest charges, costs associated to and included in the spreads did not apply.\n14.12 Whilst dealing spreads and commissions are normally considered moderate seen in relation to the value of the assets traded, such costs may be considerable when compared with the Client's margin deposit. As a consequence thereof the Client's margin deposit may be depleted by trading losses that the Client may incur and by the directly visible dealing costs such as commissions, interest charges and brokerage fees as well as the said not visible costs for the Client, caused by Tickmill Ltd's performance as a Market Maker.\n14.13 If the Client is an active trader and is undertaking numerous transactions, the total impact of as well visible as not visible costs may be significant. Consequently the Client may have to obtain significant profits in the markets in order to cover the costs associated with trading activities with Tickmill Ltd. For very active Clients, such costs may over time exceed the value of the margin deposited. Normally, when trading margined derivatives, the lower the percentage of the applicable margin rate, the higher the proportion of the costs associated with executing a transaction.\n14.14 The Client is specifically made aware that in the area of market making in foreign exchange, OTC foreign exchange options, CFD Contracts and other OTC products, significant implied costs can arise as a consequence of the profits made by Tickmill Ltd performing in its capacity as a Market Maker.\n14.15 Tickmill Ltd's performance as a Market Maker may negatively affect the Client's Account with Tickmill Ltd and the said implied costs are neither directly visible nor directly quantifiable for the Client at any time.\n14.16 Tickmill Ltd is at no time obliged to disclose any details of its performance or income produced as a Market Maker or otherwise related to other commissions, charges and fees.\n14.17 The Client is specifically made aware that CFD Contracts may be OTC products quoted by Tickmill Ltd whilst operating as a Market Maker and not traded on a recognized stock exchange. As a result, the description above of the implied, not visible costs related to Tickmill Ltd's performance as a Market Maker may also apply to any CFD Contract.", "size": 48, "samples": [{"hash": "91cDDSdbEGO", "uri": "/contracts/91cDDSdbEGO#market-making", "label": "Client Service Agreement", "score": 33.2392981129, "published": true}, {"hash": "i6Q09EMgfVk", "uri": "/contracts/i6Q09EMgfVk#market-making", "label": "Client Service Agreement", "score": 33.2343114168, "published": true}, {"hash": "k3bG0FAQ3Pq", "uri": "/contracts/k3bG0FAQ3Pq#market-making", "label": "Client Service Agreement", "score": 25.8186173854, "published": true}], "snippet_links": [{"key": "tickmill-ltd", "type": "definition", "offset": [10, 22]}, {"key": "futures-exchange", "type": "definition", "offset": [88, 104]}, {"key": "a-party", "type": "clause", "offset": [131, 138]}, {"key": "trading-system", "type": "clause", "offset": [194, 208]}, {"key": "relevant-exchange", "type": "definition", "offset": [216, 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"trading-activities", "type": "definition", "offset": [5873, 5891]}, {"key": "active-clients", "type": "definition", "offset": [5920, 5934]}, {"key": "over-time", "type": "clause", "offset": [5951, 5960]}, {"key": "the-percentage", "type": "definition", "offset": [6058, 6072]}, {"key": "applicable-margin-rate", "type": "definition", "offset": [6080, 6102]}, {"key": "the-area", "type": "clause", "offset": [6236, 6244]}, {"key": "otc-products", "type": "clause", "offset": [6337, 6349]}, {"key": "account-with", "type": "definition", "offset": [6572, 6584]}, {"key": "at-any-time", "type": "clause", "offset": [6695, 6706]}, {"key": "to-disclose", "type": "definition", "offset": [6749, 6760]}, {"key": "details-of", "type": "clause", "offset": [6765, 6775]}, {"key": "related-to", "type": "clause", "offset": [6842, 6852]}, {"key": "other-commissions", "type": "clause", "offset": [6853, 6870]}, {"key": "charges-and-fees", "type": "definition", "offset": [6872, 6888]}, {"key": "recognized-stock-exchange", "type": "definition", "offset": [7051, 7076]}, {"key": "the-description", "type": "clause", "offset": [7091, 7106]}, {"key": "cfd-contract", "type": "definition", "offset": [7225, 7237]}], "hash": "187042a8b51fd5452279272df27e67c0", "id": 2}, {"snippet": "68.1 You are specifically made aware that in certain markets, including the foreign exchange markets, OTC foreign exchange options and CFD Contracts, we may act as a \u2018Market Maker\u2019, i.e., we may take the risk of holding a certain number of Supported Financial Instruments in order to facilitate trading in these Financial Instruments by displaying/quoting \u2018bid\u2019 and \u2018ask\u2019 prices (\u2018buy\u2019 and \u2018sell\u2019 quotations) for such Supported Financial Instruments on our Online Trading Facility and filling Orders received in respect to such Supported Financial Instruments from our own inventory or seeking an Offsetting Order.\n68.2 In order for us to provide Price Quotes with the swiftness normally associated with speculative trading, we may have to rely on available price or available information that may later prove to be faulty due to specific market circumstances, for instance, but not limited to, lack of liquidity in, or suspension of an Underlying Instrument or asset or errors in feeds from information providers or in Price Quotes from our counterparties. In these circumstances, provided that we have acted in good faith when providing the relevant Price Quote to you, we may cancel the relevant Transaction and/or Contract with you, but shall do so within reasonable time and shall provide you with a full explanation for the reason of such cancellation.\n68.3 Following execution of any position with you, we may, at our reasonable discretion, subsequently offset each such position with you with another client position or with a position with one of our counterparties, or we may decide to retain a proprietary position in the Market with the intention to obtain trading profits from such positions. Such decisions and actions may therefore result in us offsetting client positions at prices different \u2013 sometimes significantly different \u2013 from the Price Quotes provided to you, resulting in trading profits or losses for us. This in turn can raise the possibility of you incurring, what may be seen as, an implied cost (i.e., the difference between the price at which you traded with us and the price at which we subsequently traded with our counterparties and/or other clients), due to any profits realised by us as a result of the Market Making function. Please also note, however, that the Market Making function may involve significant costs to us, if the market moves against us in comparison to the price at which we traded with you.\n68.4 You accept that, in such Markets where we act as Market Maker, we may hold positions that are contrary to your positions and/or the positions of certain other of our clients, resulting in potential conflicts of interest between us, and any such other of our clients.\n68.5 In Markets, where we act as a Market Maker, you accept that we have no obligation to quote prices to you and/or any of our other clients, at any time in any given Market, nor shall we have an obligation to provide such Price Quotes to you and/or any of our other clients with a specific maximum spread.\n68.6 You acknowledges, recognize and accept that the Price Quotes provided to you include a \u2018spread\u2019 when compared with the price for which we may have covered or expected to be able to \u2018cover\u2019 the Transaction or Contract in a trade with another client or a counterparty; furthermore, you acknowledges, recognize and accept that said \u2018spread\u2019 constitutes remuneration to us and that such \u2018spread\u2019 cannot necessarily be calculated individually for all Transactions and/or Contracts and that such \u2018spread\u2019 will not be specified at the Settlement/Trade Confirmation or otherwise revealed to you.\n68.7 Any commission costs, interest charges, costs associated to and included in the \u2018spreads\u2019 that are part of the Price Quotes provided by us as a Market Maker in certain Markets, and any other fees and charges will consequently influence you trading result(s) and may have a negative effect on your trading performance compared to a situation in which such commission costs, interest charges, costs associated to and included in the\u2019 spreads\u2019, would not apply.\n68.8 Whilst dealing \u2018spreads\u2019 and commissions are normally considered moderate seen in relation to the value of the Financial Instruments traded, such costs may be considerable when compared with your Margin deposit. As a consequence thereof, your Margin deposit may be depleted by the trading losses, which you may incur and by the directly visible dealing costs such as commissions, interest charges and brokerage fees, as well as by the afore-mentioned invisible costs for you that are caused by our performance as a Market Maker.\n68.9 If you are an active trader and you are undertaking numerous Transactions and/or Contracts, the total impact of visible as well as invisible costs may be significant. Consequently, you may have to obtain significant profits in order to cover the costs associated with the trading activities you undertake with us as a Market Maker. For very active clients, such costs may over time exceed the value of the Margin deposited with us. Normally, when trading Margined derivatives, the lower the percentage of the applicable Margin rate, the higher the proportion of the costs associated with executing a Transaction and/or Contract.\n68.10 You are hereby specifically made aware that in the area of Market Making in foreign exchange, CFD Contracts and other OTC products, significant implied costs can arise as a consequence of the profits made by us performing in our capacity as a Market Maker; thus, our performance as a Market Maker may negatively affect your Account with us and the said associated costs may neither directly visible nor directly quantifiable for you at any time.\n68.11 Please not that we are at no time and under no circumstances obliged to disclose any details of our performance or our income produced as a Market Maker, or otherwise related to other commissions, charges and fees.\n68.12 You are hereby specifically made aware that CFDs may be OTC products quoted by us whilst operating as a Market Maker, and are not traded on a recognized stock exchange. As a result, the description above of the implied, not visible costs related to our performance as a Market Maker, may also apply to any CFD Contract.", "size": 11, "samples": [{"hash": "azS5u2QttB0", "uri": "/contracts/azS5u2QttB0#market-making", "label": "Terms and Conditions", "score": 26.4277891855, "published": true}, {"hash": "dia7YEsDWZt", "uri": "/contracts/dia7YEsDWZt#market-making", "label": "Client Agreement", "score": 25.4591717881, "published": true}], "snippet_links": [{"key": "foreign-exchange", "type": "clause", "offset": [76, 92]}, {"key": "exchange-options", "type": "clause", "offset": [114, 130]}, {"key": "market-maker", "type": "clause", "offset": [167, 179]}, {"key": "the-risk", "type": "definition", "offset": [200, 208]}, {"key": "number-of", "type": "clause", "offset": [230, 239]}, {"key": "supported-financial-instruments", "type": "definition", "offset": [240, 271]}, {"key": "in-order-to", "type": "clause", "offset": [272, 283]}, {"key": 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6249]}], "hash": "7ee71d65d810c65827c1b5bdcc679412", "id": 3}, {"snippet": "\u2587\u2587\u2587\u2587\u2587\u2587 \u2587\u2587\u2587\u2587\u2587\u2587\u2587\u2587 agrees to use its best efforts to maintain a market after the Offering and to solicit other broker-dealers to make a market in the Common Stock at the conclusion of the Offering.", "size": 3, "samples": [{"hash": "cjDaOzkd0Sq", "uri": "/contracts/cjDaOzkd0Sq#market-making", "label": "Agency Agreement (Charter Financial Corp/Ga)", "score": 19.5941136208, "published": true}, {"hash": "lnngy1IYqFg", "uri": "/contracts/lnngy1IYqFg#market-making", "label": "Agency Agreement (Eagle Bancorp Montana, Inc.)", "score": 19.1259411362, "published": true}], "snippet_links": [{"key": "agrees-to", "type": "clause", "offset": [16, 25]}, {"key": "best-efforts", "type": "clause", "offset": [34, 46]}, {"key": "to-maintain", "type": "clause", "offset": [47, 58]}, {"key": "the-offering", "type": "clause", "offset": [74, 86]}, {"key": "to-solicit", "type": "definition", "offset": [91, 101]}, {"key": "the-common-stock", "type": "clause", "offset": [143, 159]}, {"key": "conclusion-of", "type": "clause", "offset": [167, 180]}], "hash": "cf8c967fb79705f3b9eaa5d2191beeab", "id": 4}, {"snippet": "The Manager may nominate the brokerage account that the Company will sell through and its associated market maker(s).", "size": 3, "samples": [{"hash": "5tj3QTdteOq", "uri": "/contracts/5tj3QTdteOq#market-making", "label": "Controlled Equity Offering Agreement (Apricus Biosciences, Inc.)", "score": 22.993155373, "published": true}, {"hash": "kthPYNnTZCm", "uri": "/contracts/kthPYNnTZCm#market-making", "label": "Controlled Equity Offering Agreement (Biolase Technology Inc)", "score": 21.9746748802, "published": true}], "snippet_links": [{"key": "manager-may", "type": "definition", "offset": [4, 15]}, {"key": "brokerage-account", "type": "clause", "offset": [29, 46]}, {"key": "the-company-will", "type": "clause", "offset": [52, 68]}], "hash": "e9905a7be61e0f00b77d09cd5544d649", "id": 5}, {"snippet": "2.1 On the basis of the representations and warranties contained in this Agreement and subject to its terms and conditions, the Market Maker hereby agrees to ensure Market Making in the Equity Shares of the Issuer in the manner and on the terms and conditions contained elsewhere in this Agreement and as mentioned below-\n2.2 The Market maker shall comply the net worth adequacy requirement.\n2.3 The Market Maker shall be required to provide a 2-way quote for 75% of the trading hours in a day. The same shall be monitored by the Stock Exchange. Further, the Market Maker shall inform the Exchange in advance for each and every black out period during which, quotes are not offered by the Market Maker.\n2.4 The prices quoted by the Market Maker shall be in compliance with the Market Maker spread re- quirements and other particulars as specified or as per the requirements of BSE SME and SEBI from time to time. The Market Maker spread (i.e., the difference between the buy and the sell quote) shall not be more than 10% in compliance with the Market Maker spread requirements or as spec- ified by BSE SME and/or SEBI from time to time.\n2.5 The minimum depth of the quote shall be \u20b9 1.00 Lakh. However, the investors with holdings of value less than 1.00 Lakh shall be allowed to offer their holding to the Market Maker in that scrip provided that they sell their entire holding in that scrip in one lot along with a declaration to the effect to the selling broker.\n2.6 After a period of three (3) months from the market making period, the market maker would be exempted to provide quote if the Equity Shares of market maker in our Company reaches to 25%. Or upper limit (Including the 5% of Equity Shares ought to be allotted under this Issue). Any Equity Shares allotted to Market Maker under this Issue over and above 25% equity shares would not be taken into consideration of computing the threshold of 25%. As soon as the Shares of market maker in our Company reduce to 24%, the market maker will resume providing 2-way quotes.\n2.7 There shall be no exemption/threshold on downside. However, in the event the market maker ex- hausts his inventory through market making process, the concerned stock exchange may intimate the same to SEBI after due verification\n2.8 The Market Maker shall not sell in lots less than the minimum contract size allowed for trading on the BSE SME, Execution of the order at the quoted price and quantity must be guaranteed by the Market Maker, for the quotes given by it.\n2.9 There would not be more than five (5) Market Makers for the Company\u2019s Equity Shares at any point of time and the Market Maker may compete with other market makers for better quotes to the investors. For this Issue, \u2587\u2587\u2587\u2587\u2587\u2587 SECURITIES LIMITED is the sole Market Maker.\n2.10 On the first day of the listing, there will be pre-opening session (call auction) and there after the trading will happen as per the equity market hours. The circuits will apply from the first day of the listing on the discovered price during the pre-open call auction. The securities of the company will be placed in Special Pre-Open Session (SPOS) and would remain in Trade for Trade settlement for 10 days from the date of listing of Equity shares on the Stock Exchange\n2.11 The Market Maker shall start providing quotes from the day of the listing / the day when designated as the Market Maker for the respective scrip and shall be subject to the guidelines laid down for market making by the Exchange.\n2.12 The Equity Shares of the Issuer will be traded in continuous trading session from the time and day the Issuer gets listed on BSE SME and Market Maker will remain present as per the guidelines mentioned under BSE Limited and SEBI circulars or amended from time to time.\n2.13 The Market Maker shall not buy the Equity Shares from the Promoters or Promoter Group of the Issuer or any person who has acquired Equity Shares from such Promoter or Promoter Group, during the Compulsory Market Making Period.\n2.14 The Promoters\u2019 holding of the Issuer which is locked-in shall not be eligible for offering to Market Maker during the Compulsory Market Making period. However, the Promoters\u2019 holding of the Issuer which is not locked in as per SEBI ICDR Regulations can be traded with prior permission of the BSE SME , in the manner specified by SEBI from time to time.\n2.15 The LM, if required, has a right to appoint a nominee director on the Board of the Issuer any time during the Compulsory Market Making period provided it meets requirements of the SEBI ICDR Regulations.\n2.16 The Market Maker shall not be responsible to maintain the price of the Equity Shares of the Issuer at any particular level and is purely supposed to facilitate liquidity on the counter of the Issuer via its 2-way quotes. The price shall be determined and be subject to market forces.\n2.17 BSE SME will have all margins which are applicable on the BSE Limited main board viz., Mark- to-Market, Value-At-Risk (VAR) Margin, Extreme Loss Margin, Special Margins and Base Min- imum Capital etc. BSE Limited can impose any other margins as deemed necessary from time-to- time.\n2.18 The Market Maker shall be liable for punitive action in case of default. The Exchange will monitor the obligations on a real-time basis and punitive action will be initiated for any exceptions and/or non-compliances. Penalties / fines may be imposed by the Exchange on the Market Maker, in case he is not able to provide the desired liquidity in the Equity Shares of the Company as per the specified guidelines. These penalties / fines will be set by the Exchange from time to time. The Exchange will impose a penalty on the Market Maker in case the Market Maker is not present in the market (offering 2-way quotes) for at least 75% of the time. The nature of the penalty will be monetary as well as suspension in market making activities / trading membership. The Department of Surveillance and Supervision of the Exchange would decide and publish the penalties / fines / suspension for any type of misconduct/ manipulation/ other irregularities by the Market Maker from time to time.\n2.19 There will be special circumstances under which the Market Maker may be allowed to withdraw temporarily / fully from the market, for instance due to system problems and/or any other problem. All controllable reasons require prior approval from BSE SME, while withdrawal on account of Force-Majeure Events as defined in Section 6.1.5 of this Agreement will be applicable for non- controllable reasons. The decision of the BSE SME for deciding controllable and non-controllable reasons would be final.", "size": 3, "samples": [{"hash": "4j8SbX8srrD", "uri": "/contracts/4j8SbX8srrD#market-making", "label": "Market Making Agreement", "score": 27.9171800137, "published": true}], "snippet_links": [{"key": "basis-of", "type": "clause", "offset": [11, 19]}, {"key": "the-representations-and-warranties", "type": "clause", "offset": [20, 54]}, {"key": "in-this-agreement", "type": "clause", "offset": [65, 82]}, {"key": "the-market", "type": "definition", "offset": [124, 134]}, {"key": "to-ensure", "type": "clause", "offset": [155, 164]}, {"key": "equity-shares", "type": "definition", "offset": [186, 199]}, {"key": "the-issuer", "type": "clause", "offset": [203, 213]}, {"key": "the-terms-and-conditions", "type": "definition", "offset": [235, 259]}, {"key": "net-worth", "type": "clause", "offset": [360, 369]}, {"key": "provide-a", "type": "definition", "offset": [434, 443]}, {"key": "trading-hours", "type": "clause", "offset": [471, 484]}, {"key": "a-day", "type": "definition", "offset": [488, 493]}, {"key": "the-stock-exchange", "type": "definition", "offset": [526, 544]}, {"key": "in-advance", "type": "clause", "offset": [598, 608]}, {"key": "period-during-which", "type": "clause", "offset": [638, 657]}, {"key": "offered-by", "type": "definition", "offset": [674, 684]}, {"key": "prices-quoted", "type": "clause", "offset": [711, 724]}, {"key": "compliance-with-the", "type": "clause", "offset": [757, 776]}, {"key": "other-particulars", "type": "clause", "offset": [816, 833]}, {"key": "as-specified", "type": "clause", "offset": [834, 846]}, {"key": "the-requirements", "type": "clause", "offset": [857, 873]}, {"key": "from-time-to-time", "type": "clause", "offset": [894, 911]}, {"key": "the-buy", "type": "clause", "offset": [967, 974]}, {"key": "minimum-depth", "type": "definition", "offset": [1146, 1159]}, {"key": "the-investors", "type": "definition", "offset": [1204, 1217]}, {"key": "to-offer", "type": "definition", "offset": [1278, 1286]}, {"key": "provided-that", "type": "clause", "offset": [1335, 1348]}, {"key": "selling-broker", "type": "clause", "offset": [1451, 1465]}, {"key": "period-of", "type": "definition", "offset": [1479, 1488]}, {"key": "our-company", "type": "clause", "offset": [1629, 1640]}, {"key": "upper-limit", "type": "clause", "offset": [1660, 1671]}, {"key": "the-shares", "type": "clause", "offset": [1924, 1934]}, {"key": "no-exemption", "type": "clause", "offset": [2053, 2065]}, {"key": "in-the-event-the", "type": "clause", "offset": [2098, 2114]}, {"key": "contract-size", "type": "definition", "offset": [2332, 2345]}, {"key": "execution-of-the-order", "type": "clause", "offset": [2382, 2404]}, {"key": "price-and-quantity", "type": "clause", "offset": [2419, 2437]}, {"key": "must-be-guaranteed-by", "type": "clause", "offset": [2438, 2459]}, {"key": "market-makers", "type": "clause", "offset": [2548, 2561]}, {"key": "for-the-company", "type": "clause", "offset": [2562, 2577]}, {"key": "other-market", "type": "definition", "offset": [2653, 2665]}, {"key": "day-of", "type": "clause", "offset": [2795, 2801]}, {"key": "market-hours", "type": "clause", "offset": [2922, 2934]}, {"key": "the-pre", "type": "clause", "offset": [3025, 3032]}, {"key": "open-call", "type": "definition", "offset": [3033, 3042]}, {"key": "the-company-will", "type": "clause", "offset": [3070, 3086]}, {"key": "open-session", "type": "definition", "offset": [3112, 3124]}, {"key": "settlement-for", "type": "clause", "offset": [3168, 3182]}, {"key": "date-of-listing", "type": "definition", "offset": [3200, 3215]}, {"key": "providing-quotes", "type": "clause", "offset": [3289, 3305]}, {"key": "the-day", "type": "definition", "offset": [3311, 3318]}, {"key": "the-guidelines", "type": "clause", "offset": [3429, 3443]}, {"key": "by-the-exchange", "type": "clause", "offset": [3472, 3487]}, {"key": "traded-in", "type": "definition", "offset": [3534, 3543]}, {"key": "continuous-trading-session", "type": "definition", "offset": [3544, 3570]}, {"key": "sebi-circulars", "type": "definition", "offset": [3718, 3732]}, {"key": "promoter-group", "type": "definition", "offset": [3839, 3853]}, {"key": "any-person", "type": "definition", "offset": [3871, 3881]}, {"key": "acquired-equity", "type": "definition", "offset": [3890, 3905]}, {"key": "sebi-icdr-regulations", "type": "definition", "offset": [4227, 4248]}, {"key": "if-required", "type": "definition", "offset": [4366, 4377]}, {"key": "right-to-appoint", "type": "clause", "offset": [4385, 4401]}, {"key": "nominee-director", "type": "clause", "offset": [4404, 4420]}, {"key": "the-board-of", "type": "clause", "offset": [4424, 4436]}, {"key": "any-time", "type": "definition", "offset": [4448, 4456]}, {"key": "requirements-of-the", "type": "clause", "offset": [4518, 4537]}, {"key": "to-maintain", "type": "clause", "offset": [4608, 4619]}, {"key": "price-of-the", "type": "clause", "offset": [4624, 4636]}, {"key": "subject-to-market-forces", "type": "clause", "offset": [4824, 4848]}, {"key": "main-board", "type": "definition", "offset": [4925, 4935]}, {"key": "deemed-necessary", "type": "definition", "offset": [5100, 5116]}, {"key": "punitive-action", "type": "clause", "offset": [5179, 5194]}, {"key": "in-case-of-default", "type": "clause", "offset": [5195, 5213]}, {"key": "the-obligations", "type": "clause", "offset": [5241, 5256]}, {"key": "time-basis", "type": "clause", "offset": [5267, 5277]}, {"key": "provide-the", "type": "clause", "offset": [5455, 5466]}, {"key": "shares-of-the-company", "type": "definition", "offset": [5499, 5520]}, {"key": "specified-guidelines", "type": "definition", "offset": [5532, 5552]}, {"key": "nature-of-the", "type": "clause", "offset": [5792, 5805]}, {"key": "in-market", "type": "definition", "offset": [5853, 5862]}, {"key": "department-of", "type": "clause", "offset": [5907, 5920]}, {"key": "supervision-of-the", "type": "clause", "offset": [5938, 5956]}, {"key": "the-penalties", "type": "clause", "offset": [5991, 6004]}, {"key": "type-of", "type": "definition", "offset": [6034, 6041]}, {"key": "circumstances-under", "type": "clause", "offset": [6155, 6174]}, {"key": "prior-approval", "type": "definition", "offset": [6357, 6371]}, {"key": "majeure-events", "type": "clause", "offset": [6423, 6437]}, {"key": "defined-in-section", "type": "clause", "offset": [6441, 6459]}, {"key": "the-decision", "type": "clause", "offset": [6534, 6546]}], "hash": "f99bd7ec1abe691ef5e1859bbd0280f4", "id": 6}, {"snippet": "\u200c\n8.1 The Issuer undertakes to ensure market making for the COSIs for the entire duration that they are admitted to trading and listed. To this end, the Issuer or a third party charged by the Issuer with this task shall conclude a Market Making Agreement with SSX.\n8.2 Under the terms of the Market Making Agreement, the market maker may be replaced by a successor acceptable to SSX and the Issuer.", "size": 2, "samples": [{"hash": "ix0b0DmMEwX", "uri": "/contracts/ix0b0DmMEwX#market-making", "label": "Framework Agreement", "score": 21.7816563997, "published": true}, {"hash": "atq94nKS7OM", "uri": "/contracts/atq94nKS7OM#market-making", "label": "Framework Agreement", "score": 21.7816563997, "published": true}], "snippet_links": [{"key": "to-ensure", "type": "clause", "offset": [28, 37]}, {"key": "a-third-party", "type": "clause", "offset": [163, 176]}, {"key": "by-the-issuer", "type": "clause", "offset": [185, 198]}, {"key": "market-making-agreement", "type": "definition", "offset": [231, 254]}, {"key": "the-market", "type": "definition", "offset": [288, 298]}, {"key": "market-maker", "type": "clause", "offset": [321, 333]}], "hash": "f3a9ba0bbf18a46b76fe48d95f98c407", "id": 7}, {"snippet": "The Company hereby agrees after the consummation of an Exchange Offer or the effectiveness of a Shelf Registration Statement and for so long as the 13% Notes are outstanding, if, in the judgment of MS&Co., it or any of its affiliates (as such term is defined in the rules and regulations under the \u2587\u2587\u2587\u2587 \u2587\u2587\u2587) is required to deliver a prospectus in connection with sales of, or market-making activities with respect to, such securities, (A) to periodically amend the applicable registration statement so that the information contained therein complies with the requirements of \u2587\u2587\u2587\u2587\u2587\u2587\u2587 \u2587\u2587(\u2587) \u2587\u2587 \u2587\u2587\u2587 \u2587\u2587\u2587\u2587 \u2587\u2587\u2587, (\u2587) within 45 days following the end of the Company's most recent fiscal quarter, other than the last fiscal quarter of any fiscal year, to file a supplement to the prospectus included in the applicable registration statement which sets forth the financial results of the Company for the previous quarter, (C) within 90 days following the end of the Company's most recent fiscal year, to file an amendment to the applicable registration statement which sets forth the financial results of the Company for the previous year, (D) to amend the applicable registration statement or supplement, the related prospectus or the documents incorporated therein when necessary to reflect any material changes in the information provided therein so that the registration statement and the prospectus will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances existing as of the date the prospectus is so delivered, not misleading and (E) to provide MS&Co. with copies of each such amendment or supplement as MS&Co. may request.", "size": 2, "samples": [{"hash": "kjjtpe1KcVh", "uri": "/contracts/kjjtpe1KcVh#market-making", "label": "Notes Registration Rights Agreement (Earthwatch Inc)", "score": 18.0, "published": true}, {"hash": "jLImvvS39a9", "uri": "/contracts/jLImvvS39a9#market-making", "label": "Recapitalization Agreement (Earthwatch Inc)", "score": 18.0, "published": true}], "snippet_links": [{"key": "the-company-hereby", "type": "clause", "offset": [0, 18]}, {"key": "consummation-of", "type": "clause", "offset": [36, 51]}, {"key": "an-exchange-offer", "type": "clause", "offset": [52, 69]}, {"key": "shelf-registration-statement", "type": "clause", "offset": [96, 124]}, {"key": "rules-and-regulations", "type": "definition", "offset": [266, 287]}, {"key": "the-\u2587", "type": "clause", "offset": [294, 299]}, {"key": "in-connection-with", "type": "clause", "offset": [344, 362]}, {"key": "with-respect-to", "type": "clause", "offset": [401, 416]}, {"key": "applicable-registration", "type": "clause", "offset": [465, 488]}, {"key": "the-requirements", "type": "clause", "offset": [555, 571]}, {"key": "following-the", "type": "definition", "offset": [625, 638]}, {"key": "of-the-company", "type": "clause", "offset": [643, 657]}, {"key": "most-recent-fiscal-quarter", "type": "definition", "offset": [660, 686]}, {"key": "to-file", "type": "definition", "offset": [743, 750]}, {"key": "supplement-to", "type": "clause", "offset": [753, 766]}, {"key": "results-of-the", "type": "clause", "offset": [863, 877]}, {"key": "most-recent-fiscal-year", "type": "definition", "offset": [966, 989]}, {"key": "amendment-to-the", "type": "clause", "offset": [1002, 1018]}, {"key": "previous-year", "type": "definition", "offset": [1115, 1128]}, {"key": "to-amend", "type": "definition", "offset": [1134, 1142]}, {"key": "documents-incorporated", "type": "clause", "offset": [1226, 1248]}, {"key": "information-provided", "type": "clause", "offset": [1311, 1331]}, {"key": "registration-statement-and-the-prospectus", "type": "clause", "offset": [1352, 1393]}, {"key": "statement-of", "type": "clause", "offset": [1422, 1434]}, {"key": "material-fact", "type": "clause", "offset": [1437, 1450]}, {"key": "in-order-to", "type": "clause", "offset": [1496, 1507]}, {"key": "not-misleading", "type": "clause", "offset": [1623, 1637]}, {"key": "to-provide", "type": "definition", "offset": [1646, 1656]}, {"key": "copies-of", "type": "definition", "offset": [1669, 1678]}, {"key": "amendment-or-supplement", "type": "clause", "offset": [1689, 1712]}], "hash": "b54ec0a4ec492c091f3a6a844aa7d09b", "id": 8}, {"snippet": "If applicable, RBCO agrees to use its best efforts to maintain a market and to solicit other broker-dealers to make a market in the Common Stock after the Offering so that there are at least three market makers for the Common Stock after the Offering.", "size": 2, "samples": [{"hash": "4jhJehAdS6F", "uri": "/contracts/4jhJehAdS6F#market-making", "label": "Acquisition Advisory Services (New Alliance Bancshares Inc)", "score": 17.0, "published": true}], "snippet_links": [{"key": "if-applicable", "type": "clause", "offset": [0, 13]}, {"key": "agrees-to", "type": "clause", "offset": [20, 29]}, {"key": "best-efforts", "type": "clause", "offset": [38, 50]}, {"key": "to-maintain", "type": "clause", "offset": [51, 62]}, {"key": "to-solicit", "type": "definition", "offset": [76, 86]}, {"key": "the-common-stock", "type": "clause", "offset": [128, 144]}, {"key": "the-offering", "type": "clause", "offset": [151, 163]}, {"key": "market-makers", "type": "clause", "offset": [197, 210]}], "hash": "82df66e3bb8ba285e55880e052ed750b", "id": 9}, {"snippet": "\u200c\n19.1. When the Company executes orders as Agent for the Client on a recognized stock or futures exchange, the Company will not be a party to such a trade as such orders will be executed in the trading system of the relevant exchange at the best price and the most favorable conditions available at the time of the order or according to the Client's specific instructions, e.g. in a situation where the Client has chosen to limit the order. the Company will not include any additional spread in the price of the execution achieved for the Client but will be remunerated according to the Commissions, Charges & Margin Schedule.\n19.2. The Client is specifically made aware that in certain markets, including the foreign exchange markets, OTC foreign exchange options and CFD Contracts, the Company may act as a Market Maker.\n19.3. When acting as a Market Maker, the Company will under normal market circumstances quote the Client bid and ask prices.\n19.4. In order for the Company to quote prices with the swiftness normally associated with speculative trading, the Company may have to rely on available price or availability information that may later prove to be faulty due to specific market circumstances, for instance, but not limited to, lack of liquidity in or suspension of an asset or errors in feeds from information providers or quotes from Counterparties. If so and if the Company has acted in good faith when providing the price to the Client, the Company may cancel the trade with the Client but shall do so within reasonable time and shall provide the Client with a full explanation for the reason for such cancellation.\n19.5. Following execution of any position with a Client, The Company may at its reasonable discretion subsequently offset each such client position with another client position, or a position with one of The Company's Counterparties or retain a proprietary position in the market with the intention to obtain trading profits from such positions. Such decisions and actions may therefore result in The Company offsetting client positions at prices different (sometimes significantly different) from prices quoted to clients, resulting in trading profits or losses for The Company. This in turn can raise the possibility of the Client incurring what may be seen as an implied cost (i.e. the difference between the price at which the Client traded with The Company and the price at which The Company subsequently traded with Counterparties and/or other clients) due to any profits realized by The Company as a result of the Market Making function. However, the Market Making function may involve significant costs to The Company if the market moves against The Company as compared to the price at which The Company traded with the Client.\n19.6. The Client accepts that The Company in such markets where The Company acts as Market Maker, may hold positions that are contrary to positions of the Client, resulting in potential conflicts of interest between The Company and the Client, cf. Clause 43.\n19.7. In markets, where The Company acts as a Market Maker, the Client accepts that The Company has no obligation to quote prices to clients at all times in any given market, nor to quote such prices to clients with a specific maximum spread.\n19.8. In markets, where The Company acts as a Market Maker, The Company may or may not charge commissions. However, irrespective of whether or not The Company charges any commissions, the Client accepts that The Company will seek to make additional profits out of its performance as a Market Maker and the size of any such profits may be considerable if and when compared with the Client's margin deposit.\n19.9. The Client acknowledges, recognizes and accepts that the price quoted to the Client includes a spread when compared with the price to which The Company may have covered or expected to be able to cover the Contract in a trade with another client or a Counterparty. Furthermore, the Client acknowledges, recognizes and accepts that said spread constitutes remuneration to The Company and that such spread not necessarily can be calculated for all Contracts and that such spread will not be specified at the Settlement/Trade Confirmation or otherwise revealed to the Client.\n19.10. The Client acknowledges, recognizes and accepts that The Company quotes variable spreads on options. The Client is specifically made aware that variable option spreads are affected by actual market conditions, which are beyond The Company\u2019s control. The Company does not guarantee any maximum or minimum quotable option spreads.\n19.11. Any commission costs, interest charges, costs associated to and included in the spreads quoted by The Company as a Market Maker in certain markets and other fees and charges will consequently influence the Client's trading result and will have a negative effect on the Client's trading performance compared to a situation if such commission costs, interest charges, costs associated to and included in the spreads did not apply.\n19.12. Whilst dealing spreads and commissions are normally considered moderate seen in relation to the value of the assets traded, such costs may be considerable when compared with the Client's margin deposit. As a consequence, thereof the Client's margin deposit may be depleted by trading losses that the Client may incur and by the directly visible dealing costs such as commissions, interest charges and brokerage fees as well as the said not visible costs for the Client, caused by The Company's performance as a Market Maker.\n19.13. If the Client is an active trader and is undertaking numerous transactions, the total impact of as well visible as not visible costs may be significant. Consequently,\u2587\u2587\u2587\u2587\u2587 the Client may have to obtain significant profits in the markets in order to cover the costs associated with trading activities with The Company. For very active Clients, such costs may over time exceed the value of the margin deposited. Normally, when trading margined derivatives, the lower the percentage of the applicable margin rate, the higher the proportion of the costs associated with executing a transaction.\n19.14. The Client is specifically made aware that in the area of market making in foreign exchange, OTC foreign exchange options, CFD Contracts and other OTC products, significant implied costs can arise as a consequence of the profits made by The Company performing in its capacity as a Market Maker.\n19.15. The Company's performance as a Market Maker may negatively affect the Client's Account with The Company and the said implied costs are neither directly visible nor directly quantifiable for the Client at any time.\n19.16. The Company is at no time obliged to disclose any details of its performance or income produced as a Market Maker or otherwise related to other commissions, charges and fees.\n19.17. The Client is specifically made aware that CFD Contracts may be OTC products quoted by The Company whilst operating as a Market Maker and not traded on a recognized stock exchange. As a result, the description above of the implied, not visible costs related to The Company's performance as a Market Maker may also apply to any CFD Contract.", "size": 2, "samples": [{"hash": "6vxtcfkTngT", "uri": "/contracts/6vxtcfkTngT#market-making", "label": "Client Agreement", "score": 26.839835729, "published": true}], "snippet_links": [{"key": "futures-exchange", "type": "definition", "offset": [90, 106]}, {"key": "the-company-will", "type": "clause", "offset": [108, 124]}, {"key": "a-party", "type": "clause", "offset": [132, 139]}, {"key": "trading-system", "type": "clause", "offset": [195, 209]}, {"key": "relevant-exchange", "type": "definition", "offset": [217, 234]}, {"key": "best-price", "type": "clause", "offset": [242, 252]}, {"key": "most-favorable-conditions", "type": "clause", "offset": [261, 286]}, {"key": "time-of-the", "type": "clause", "offset": [304, 315]}, {"key": "to-the-client", "type": "clause", "offset": [335, 348]}, {"key": "specific-instructions", "type": 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