Trading Plans. The provisions of Article 1 shall not preclude the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not permit the Transfer of Lock-Up Shares during the Lock-Up Period.
Trading Plans. The SEC has enacted rules (Rule 10b5-1 under the Exchange Act) that provide an affirmative defense against violations of the ixxxxxx xxxxxxx laws if you enter into a contract, provide instructions, or adopt a written plan for a transaction in securities when you are not in possession of material, nonpublic information, even if it turns out that you had such information when the transaction is actually completed. The contract, instructions, or plan must: · specify the amount, price and date of the transaction, · specify an objective method for determining the amount, price and date of the transaction, or · place the discretion for determining amount, price, and date of the transaction in another person who is not, at the time of the transaction, in possession of material, nonpublic information. You may not exercise discretion or influence over the amount, price, and date of the transaction after entering into the arrangement. In this Policy, we refer to these arrangements as “Trading Plans.” The rules regarding Trading Plans are extremely complex and must be complied with completely to be effective. You should consult with your own legal advisor before proceeding with entering into any Trading Plan. Any restrictions under this Policy that apply to you when purchasing or selling the Company’s securities also apply to you when establishing a Trading Plan. Therefore, you may not establish a Trading Plan when you are in possession of material, nonpublic information about the Company and, to the extent trading windows and special blackout periods apply to you, those restrictions must be complied with in connection with establishing a Trading Plan. All employees, officers and directors are required to receive pre-clearance from the Secretary before entering into, modifying or terminating any Trading Plan. Once a Trading Plan has been pre-cleared by the Secretary, transactions executed pursuant to that Trading Plan do not require approval. However, as noted in Section III, if you are a director or an executive officer, you must immediately report all transactions executed under a Trading Plan to the Secretary so that a Form 4 may be filed on your behalf. In establishing any Trading Plan, you should carefully consider the timing of your transactions under the Trading Plan. Even though transactions executed in accordance with a bona-fide Trading Plan are exempt from the ixxxxxx xxxxxxx rules, the trades may nonetheless occur at times shortly before the Company annou...
Trading Plans. An insider shall be entitled to formulate a trading plan and present it to the compliance officer for approval and public disclosure pursuant to which trades may be carried out on his behalf in accordance with such plan. The Compliance officer shall review the trading plan and shall be entitled to seek such express undertakings as may be necessary to enable such assessment and to approve and monitor the implementation of the plan. Insiders who are liable to possess UPSI all round the year would have the option to formulate prescheduled trading plans. Trading plans would, however, to be disclosed on the stock Exchanges and have to be strictly adhered to. Trading plans shall be available for bona fide transactions. Not entail overlap of any period for which another trading plan is already in existence.
Trading Plans. Trading is not permitted between twentieth trading days of any financial period for which result has to be published and two trading days post publishing of results.
Trading Plans. Rule 10b5-1 under the Securities Exchange Act of 1934 establishes a safe harbor for liability under Rule 10b-5 for trades by insiders that are made pursuant to a written plan that was adopted in good faith at a time when the insider was not aware of material nonpublic information. It is the Company’s policy that executive officers and Directors may make trades pursuant to a Rule 10b5-1 plan provided that (i) such plan meets the requirements of Rule 10b5-1, (ii) such plan was adopted at a time when the executive officer or Director would otherwise have been able to trade under Section 3 of this Policy and (iii) adoption of the plan was expressly authorized by a member of the Company’s legal department. Note that trades made pursuant to Rule 10b5-1 plans must still be reported to the Chief Operating Officer pursuant to the second paragraph of Section 4 below.
Trading Plans. Notwithstanding anything herein to the contrary, nothing herein shall prevent the Securityholder from establishing a 10b5-1 trading plan that complies with Rule 10b5-1 under the Exchange Act or from amending an existing 10b5-1 trading plan so long as (i) there are no sales or dispositions of securities of the Company under such plans during the Lock-Up Period, as the same may be extended hereby and (ii) no party, including the undersigned, shall be required to, nor shall it voluntarily, file a report under Section 16(a) of the Exchange Act in connection with the adoption or amendment of such trading plan.
Trading Plans. As of the date hereof, none of the executive officers or directors of the Company, or any entities or other persons affiliated or associated with any executive officer or director of the Company, has in place a written trading plan for trading the Company’s securities pursuant to Rule 10b5-1 promulgated under the Exchange Act, other than Xxxxx X. Xxxxxx and The Xxxxxxxxx Family Charitable Trust. True and correct copies of the written trading plans of Xxxxx X. Xxxxxx and The Xxxxxxxxx Family Charitable Trust have been provided to the Representative.
Trading Plans. Rule 10b5-l under the Exchange Act was adopted by the SEC to protect persons from xxxxxxx xxxxxxx liability for transactions under a written contract, instruction or plan previously established at a time when the insider did not possess material, non-public information and entered into in good faith and in accordance with all applicable federal and state laws. Under a properly established 10b5-1 plan (a “10b5-1 Plan”), Covered Persons may complete transactions in Company Securities at any time, including during Blackout Periods and other times when the Covered Person possesses material, non-public information. Thus a 10b5-1 Plan offers an opportunity for Covered Persons to establish a systematic program of transactions in Company Securities over periods of time that might include periods in which such transactions would otherwise be prohibited under the federal securities laws or this Policy. A variety of arrangements can be structured to meet the requirements of Rule 10b5-1. In particular, a 10b5-1 Plan can take the form of a blind trust, other trust, pre-scheduled stock option exercises and sales, pre-arranged trading instructions and other brokerage and third-party arrangements over which the Covered Person has no control once the plan takes effect. Covered Persons should note that Rule 10b5-1 only provides an affirmative defense in the event there is an xxxxxxx xxxxxxx lawsuit. It does not prevent someone from bringing a lawsuit. Covered Persons who desire to implement a 10b5-1 Plan must first obtain approval of the plan by the Chief Legal Officer (or in the case of the Chief Legal Officer, the Chief Executive Officer or the Chief Financial Officer). In order to be eligible for approval, the 10b5-1 Plan (a) must be established only when a Covered Person is not in possession of material, non-public information about the Company and outside of a Blackout Period; (b) must be in writing; (c) must either irrevocably set forth the future date or dates on which purchases or sales of securities are to
Trading Plans. Stockholder agrees not to adopt or institute for a period of at least eighteen (18) months from the Effective Date any Rule 10b5-1 trading plan with respect to any shares of the Company’s common stock beneficially owned by Stockholder.
Trading Plans. Insiders may choose to enter into pre-arranged trading plans under SEC Rule 10b5-1. The Board of Directors has authorized the Compliance Officer to waive the Trading Blackout rules for insiders who enter into such plans. Entering into a trading plan can help reduce an insider’s trading risks. If you are interested in entering into a trading plan, you should contact the Compliance Officer for further details about a 10b5-1 trading plan. “Preclearance” of trades is required of all persons listed as an insider (see below for special additional requirements if you are an officer or a director of the Company). You must contact the Compliance Officer at least two (2) business days before proceeding to trade in the Company’s securities. The Compliance Officer will review the Trading Windows to assure that your trade is not taking place during a Trading Blackout Period and review any special circumstances that might otherwise prevent you from trading in the Company’s stock.
