Common use of Trading Window Compliance Clause in Contracts

Trading Window Compliance. The Holders acknowledge that HNC maintains an Insixxx Xxxxxxx Xxxpliance Program and an Insixxx Xxxxxxx Xxxicy, as such may be amended (the "HNC TRADING POLICY") and that the HNC Trading Policy requires that those directors, officers, employees and other persons whom HNC determines to be "Access Personnel" or otherwise subject to the "trading window" and pre-clearance requirements of the HNC Trading Policy (and members of their immediate families and households) are permitted to effect trades in HNC securities: (i) only during those specified time periods ("TRADING WINDOWS") in which such persons are permitted to make sales, purchases or other trades in HNC's securities under the "trading window" provisions of the HNC Trading Policy; and (ii) only after pre-clearance of such sales, purchases or other trades with HNC's Insixxx Xxxxxxx Xxxpliance Officer. If a Holder is or becomes subject to the "trading window" and/or "pre-clearance" provisions of the HNC Trading Policy described above, then, notwithstanding anything herein to the contrary, such Holder may sell, transfer and dispose of Registrable Securities only during those trading windows during which such HNC Access Personnel are permitted to effect trades in HNC stock under the HNC Trading Policy and only after pre-clearing such trades with HNC's Insixxx Xxxxxxx Xxxpliance Officer as provided in the HNC Trading Policy.

Appears in 2 contracts

Samples: Registration Rights Agreement (HNC Software Inc/De), Registration Rights Agreement (HNC Software Inc/De)

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Trading Window Compliance. The Holders Stockholders acknowledge that HNC maintains an Insixxx Xxxxxxx Xxxpliance Program and an Insixxx Xxxxxxx Xxxicy, as such may be amended (the "HNC TRADING POLICY") and that the HNC Trading Policy requires that those directors, officers, employees and other persons whom HNC determines to be "Access Personnel" or otherwise subject to the "trading window" and pre-clearance requirements of the HNC Trading Policy (and members of their immediate families and households) are permitted to effect trades in HNC securities: (i) only during those specified time periods ("TRADING WINDOWS") in which such persons are permitted to make sales, purchases or other trades in HNC's securities under the "trading window" provisions of the HNC Trading Policy; and (ii) only after pre-clearance of such sales, purchases or other trades with HNC's Insixxx Xxxxxxx Xxxpliance Officer. If a Holder is or becomes subject to the "trading window" and/or "pre-clearance" provisions of the HNC Trading Policy described above, then, notwithstanding anything herein to the contrarycontrary (including without limitation the provisions of Section 1.2(h) and Section 1.2(j)), such Holder may sell, transfer and dispose of Registrable Securities only during those trading windows during which such HNC Access Personnel are permitted to effect trades in HNC stock under the HNC Trading Policy and only after pre-clearing such trades with HNC's Insixxx Xxxxxxx Xxxpliance Officer as provided in the HNC Trading Policy. When and if applicable, HNC shall notify Holders in writing of the commencement or expiration of each trading window within at least one (1) trading day prior to the commencement or expiration of such trading window, as applicable.

Appears in 1 contract

Samples: Registration Rights Agreement (HNC Software Inc/De)

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Trading Window Compliance. The Holders acknowledge Holder acknowledges that HNC maintains an Insixxx Xxxxxxx Xxxpliance Program Buyer’s Procedures and an Insixxx Xxxxxxx XxxicyGuidelines Governing Securities Trades by Company Personnel, as such may be amended from time to time, a current copy of which is attached hereto as Exhibit A (the "HNC TRADING POLICY"“Buyer Trading Policy”) and that the HNC Trading Policy requires that those directors, officers, officers and employees of Buyer and its Subsidiaries and those other persons (including the Holder) whom HNC Buyer determines to be "Access Personnel" Person[s]” or otherwise subject to the "trading window" and pre-clearance requirements of the HNC Buyer Trading Policy (and members of their immediate families and households) are permitted to effect trades in HNC Buyer securities: (i) only during those specified time periods ("TRADING WINDOWS"“trading windows”) in which such persons are permitted to make sales, purchases or other trades in HNC's Buyer’s securities under the "trading window" provisions of the HNC Buyer Trading Policy; and (ii) only after pre-clearance of such sales, purchases or other trades with HNC's Insixxx Buyer’s Xxxxxxx Xxxpliance Xxxxxxx Compliance Officer. If a the Holder is or becomes subject to the "trading window" and/or "pre-clearance" provisions of the HNC Buyer Trading Policy described above, then, notwithstanding anything herein to the contrary, such the Holder may sell, transfer and dispose of Registrable Securities only during those trading windows during which such HNC Buyer Access Personnel are permitted to effect trades in HNC stock Buyer securities under the HNC Buyer Trading Policy and only after pre-clearing such trades with HNC's Insixxx Buyer’s Xxxxxxx Xxxpliance Xxxxxxx Compliance Officer as provided in the HNC Buyer Trading Policy.

Appears in 1 contract

Samples: Registration Rights Agreement (Interwoven Inc)

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