Secondary Market Transactions in Issuer’s Securities Sample Clauses

Secondary Market Transactions in Issuer’s Securities. Municipal Advisor in connection with its sales and trading activities, may take a principal position in securities, including securities of Issuer, and therefore Municipal Advisor could have interests in conflict with those of client with respect to the value of Issuer’s securities while held in inventory and the levels of mark-up or mark-down that may be available in connection with purchases and sales thereof. In particular, Municipal Advisor or its affiliates may submit orders for and acquire Issuer’s securities issued in an Issue under the Agreement from members of the underwriting syndicate, either for its own account or for the accounts of its customers. This activity may result in a conflict of interest with Issuer in that it could create the incentive for Municipal Advisor to make recommendations to Issuer that could result in more advantageous pricing of Issuer’s bond in the marketplace. Any such conflict is mitigated by means of such activities being engaged in on customary terms through units of the Municipal Advisor that operate independently from Municipal Advisor’s municipal advisory business, thereby reducing the likelihood that such investment activities would an impact on the services provided by Municipal Advisor to Issuer under this Agreement.
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Secondary Market Transactions in Issuer’s Securities. Xxxxxxx Xxxxx, in connection with its sales and trading activities, may take a principal position in securities, including securities of the Issuer, and therefore Xxxxxxx Xxxxx could have interests in conflict with those of the Issuer with respect to the value of the Issuer’s securities while held in inventory and the levels of xxxx- up or xxxx-down that may be available in connection with purchases and sales thereof. In particular, Xxxxxxx Xxxxx or its affiliates may submit orders for and acquire the Issuer’s securities issued in an issue under the Master Agreement from members of the underwriting syndicate, either for its own account or for the accounts of its customers. This activity may result in a conflict of interest with the Issuer in that it could create the incentive for Xxxxxxx Xxxxx to make recommendations to the Issuer that could result in more advantageous pricing of the Issuer’s bond in the marketplace. Any such conflict is mitigated by means of such activities being engaged in on customary terms through units of the Xxxxxxx Xxxxx that operate independently from Xxxxxxx Xxxxx’x municipal advisory business, thereby reducing the likelihood that such investment activities would have an impact on the services provided by Xxxxxxx Xxxxx to the Issuer under this Master Agreement.

Related to Secondary Market Transactions in Issuer’s Securities

  • If there is a permitted secondary offering (1) If the Issuer is an emerging issuer and you have sold in a permitted secondary offering 10% or more of your escrow securities, your escrow securities will be released as follows: For delivery to complete the IPO All escrow securities sold by you in the permitted secondary offering 6 months after the listing date 1/6 of your remaining escrow securities 12 months after the listing date 1/5 of your remaining escrow securities 18 months after the listing date 1/4 of your remaining escrow securities 24 months after the listing date 1/3 of your remaining escrow securities 30 months after the listing date 1/2 of your remaining escrow securities 36 months after the listing date your remaining escrow securities *In the simplest case, where there are no changes to the remaining escrow securities upon completion of the permitted secondary offering and no additional escrow securities, the release schedule outlined above results in the remaining escrow securities being released in equal tranches of 16 2/3%.

  • Private Placement Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

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