Common use of Trading Window Compliance Clause in Contracts

Trading Window Compliance. The Holders acknowledge that HNC maintains an Xxxxxxx Xxxxxxx Compliance Program and an Xxxxxxx Xxxxxxx Policy, 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 "Insiders" or "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 Xxxxxxx Xxxxxxx Compliance Officer. It is not anticipated that any of the Holders will be subject to the "trading window" and/or "pre-clearance" provisions of the HNC Trading Policy described above, but if any Holder does become subject to such provisions then, notwithstanding anything herein to the contrary, (i) such Holder may sell, transfer or dispose of Registrable Securities only during those trading windows during which such HNC "Insiders" or "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 Xxxxxxx Xxxxxxx Compliance Officer as provided in the HNC Trading Policy, and (ii) if the effect of subpart (i) is to defer or interrupt the Permitted Window for such Holder, then the Permitted Window for such Holder will be extended by a period of time sufficient to provide the Holder with at least 22 trading days in such Holder's Permitted Window.

Appears in 1 contract

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

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Trading Window Compliance. The Holders Shareholders acknowledge ------------------------- that HNC VeriSign maintains an Xxxxxxx Xxxxxxx Compliance Program and an Xxxxxxx Xxxxxxx Policy, as such may be amended (the "HNC VERISIGN TRADING POLICY") and that the HNC VeriSign Trading Policy requires that those directors, officers, employees and other persons whom HNC VeriSign reasonably determines to be "Insiders" or "Access PersonnelPersons" or otherwise subject to the "trading window" and pre-clearance requirements of the HNC VeriSign Trading Policy (and members of their immediate families and households) are permitted to effect trades in HNC VeriSign securities: (i) only during those specified time periods ("TRADING WINDOWS") in which such persons are permitted to make sales, purchases or other trades in HNCVeriSign's securities under the "trading window" provisions of the HNC VeriSign Trading Policy; and (ii) only after pre-clearance of such sales, purchases or other trades with HNCVeriSign's Xxxxxxx Xxxxxxx Compliance OfficerOfficer (as defined in the VeriSign Trading Policy). It If a Holder is not anticipated that any of the Holders will be or becomes subject to the "trading window" and/or "pre-clearance" provisions of the HNC VeriSign Trading Policy described above, but if any Holder does become subject to such provisions then, notwithstanding anything herein to the contrarycontrary (including without limitation the provisions of Section 1.5.7), (i) such Holder may sell, transfer or and dispose of Registrable Securities only during those trading windows during which such HNC "Insiders" or "VeriSign Access Personnel" Persons are permitted to effect trades in HNC VeriSign stock under the HNC VeriSign Trading Policy and only after pre-clearing such trades with HNCVeriSign's Xxxxxxx Xxxxxxx Compliance Officer as provided in the HNC VeriSign Trading Policy. When and if applicable, and (ii) if VeriSign shall notify Holders in writing of the effect commencement or expiration of subpart (i) is each trading window not clearly scheduled pursuant to defer or interrupt the Permitted Window for such Holder, then the Permitted Window for such Holder will be extended by a period of time sufficient to provide the Holder with VeriSign Trading Policy within at least 22 one (1) trading days in day prior to the commencement or expiration of such Holder's Permitted Windowtrading window, as applicable.

Appears in 1 contract

Samples: Registration Rights Agreement (Verisign Inc/Ca)

Trading Window Compliance. The Holders acknowledge that HNC maintains an the Acquirer Xxxxxxx Xxxxxxx Compliance Program and an Xxxxxxx Xxxxxxx Policy, as such may be amended from time to time, a current copy of which has been provided to Company prior to the Closing (the "HNC TRADING POLICYAcquirer Trading Policy") and that the HNC Trading Policy requires that those directors, officers, officers and employees of Acquirer and its subsidiaries and those other persons whom HNC Acquirer determines to be "Insiders" or "Access Personnel" or otherwise subject to the "trading window" and pre-clearance requirements of the HNC Acquirer Trading Policy (and members of their immediate families and households) are permitted to effect trades in HNC Acquirer securities: (i) only during those specified time periods ("TRADING WINDOWStrading windows") in which such persons are permitted to make sales, purchases or other trades in HNCAcquirer's securities under the "trading window" provisions of the HNC Acquirer Trading Policy; and (ii) only after pre-clearance of such sales, purchases or other trades with HNCAcquirer's Xxxxxxx Xxxxxxx Compliance Officer. It If a Holder is not anticipated that any of the Holders will be or becomes subject to the "trading window" and/or "pre-clearance" provisions of the HNC Acquirer Trading Policy described above, but if any Holder does become subject to such provisions then, notwithstanding anything herein to the contrary, (i) such Holder may sell, transfer or and dispose of Registrable Securities only during those trading windows during which such HNC "Insiders" or "Acquirer Access Personnel" Personnel are permitted to effect trades in HNC Acquirer stock under the HNC Acquirer Trading Policy and only after pre-clearing such trades with HNCAcquirer's Xxxxxxx Xxxxxxx Compliance Officer as provided in the HNC Acquirer Trading Policy, and (ii) if the effect of subpart (i) is to defer or interrupt the Permitted Window for such Holder, then the Permitted Window for such Holder will be extended by a period of time sufficient to provide the Holder with at least 22 trading days in such Holder's Permitted Window.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Interwoven Inc)

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Trading Window Compliance. The Holders acknowledge that HNC maintains an the ------------------------- Parent Xxxxxxx Xxxxxxx Compliance Program and an Xxxxxxx Xxxxxxx Policy, as such may be amended from time to time, a current copy of which has been provided to the Company prior to the Closing (the 58 "HNC TRADING POLICYParent Trading Policy") and that the HNC Trading Policy requires that those directors, officers, officers and employees of Parent and its subsidiaries and those other persons whom HNC Parent determines to be "Insiders" or "Access Personnel" or otherwise subject to the "trading window" and pre-pre- clearance requirements of the HNC Parent Trading Policy (and members of their immediate families and households) are permitted to effect trades in HNC Parent securities: (i) only during those specified time periods ("TRADING WINDOWStrading windows") in which such persons are permitted to make sales, purchases or other trades in HNCParent's securities under the "trading window" provisions of the HNC Parent Trading Policy; and (ii) only after pre-clearance of such sales, purchases or other trades with HNCParent's Xxxxxxx Xxxxxxx Compliance Officer. It If a Holder is not anticipated that any of the Holders will be or becomes subject to the "trading window" and/or "pre-clearance" provisions of the HNC Parent Trading Policy described above, but if any Holder does become subject to such provisions then, notwithstanding anything herein to the contrary, (i) such Holder may sell, transfer or and dispose of Registrable Securities only during those trading windows during which such HNC "Insiders" or "Parent Access Personnel" Personnel are permitted to effect trades in HNC Parent stock under the HNC Parent Trading Policy and only after pre-clearing such trades with HNCParent's Xxxxxxx Xxxxxxx Compliance Officer as provided in the HNC Parent Trading Policy, and (ii) if the effect of subpart (i) is to defer or interrupt the Permitted Window for such Holder, then the Permitted Window for such Holder will be extended by a period of time sufficient to provide the Holder with at least 22 trading days in such Holder's Permitted Window.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Interwoven Inc)

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