Rule 10b-5 definition

Rule 10b-5 means Rule 10b-5 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time.
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Rule 10b-5 means 17 CFR 240.10b-5, promulgated by the SEC under the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto.
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Rule 10b-5 means Rule 10b-5 promulgated under the Exchange Act (or any successor rule thereto).
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Examples of Rule 10b-5 in a sentence

  • Such exemptive relief is conditional and does not exempt persons relying on the exemption from anti-fraud and anti-manipulation provisions of the federal securities laws, particularly section 10(b) of the Exchange Act and Rule 10b-5 thereunder.For additional detail, see Securities Exchange Act Release No. 87110 (September 25, 2019), 84 FR 57089 (October 24, 2019).

  • Without limiting the generality of the foregoing, any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification or waiver shall be made at any time at which Counterparty or any officer, director, manager or similar person of Counterparty is aware of any material non-public information regarding Counterparty or the Shares.

  • Such exemptive relief is conditional and does not exempt persons relying on the exemption from anti-fraud and anti- manipulation provisions of the federal securities laws, particularly section 10(b) of the Exchange Act and Rule 10b-5 thereunder.

  • Party B acknowledges that (i) during any Unwind Period Party B does not have, and shall not attempt to exercise, any influence over how, when or whether to effect purchases of Shares by Party A (or its agent or affiliate) in connection with this Confirmation and (ii) Party B is entering into the Agreement and this Confirmation in good faith and not as part of a plan or scheme to evade compliance with federal securities laws including, without limitation, Rule 10b-5 promulgated under the Exchange Act.

  • Counterparty acknowledges that (i) during any Unwind Period Counterparty shall not have, and shall not attempt to exercise, any influence over how, when or whether to effect purchases of Shares by Dealer (or its agent or affiliate) in connection with this Confirmation and (ii) Counterparty is entering into the Agreement and this Confirmation in good faith and not as part of a plan or scheme to evade compliance with federal securities laws including, without limitation, Rule 10b-5 under the Exchange Act.

  • Without limiting the generality of the foregoing, any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 under the Exchange Act, and no such amendment, modification or waiver shall be made at any time at which Counterparty or any officer or director of Counterparty is aware of any material nonpublic information regarding Counterparty or the Shares.

  • Selling Stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the applicable prospectus delivery requirements of the Securities Act including Rule 172 thereunder and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act.

  • Party B acknowledges that (i) during any Unwind Period Party B does not have, and shall not attempt to exercise, any influence over how, when or whether to effect purchases of Shares by Party A (or its agent or Affiliate) in connection with this Confirmation and (ii) Party B is entering into the Agreement and this Confirmation in good faith and not as part of a plan or scheme to evade compliance with federal securities laws including, without limitation, Rule 10b-5 promulgated under the Exchange Act.

  • Rule 10b5-1 under the Exchange Act provides a defense from insider trading liability under Rule 10b-5.

  • Without limiting the generality of the foregoing, any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification or waiver shall be made at any time at which Counterparty or any officer or director, of Counterparty is aware of any material non-public information regarding Counterparty or the Shares.


More Definitions of Rule 10b-5

Rule 10b-5 representation with respect to information contained in the relevant bank marketing materials relating to the Company and its Subsidiaries) to the Debt Financing Parties authorizing the distribution of information relating to the Company and its Subsidiaries to prospective lenders and otherwise executing and delivering as of (but not before and not to be effective until) the Closing any related certificates or documents as may be reasonably requested by Parent or Merger Sub (including a certificate of the chief financial officer of the Company) with respect to due diligence items related to the offering memorandum;
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Rule 10b-5 means Rule 10b-5 of the SEC promulgated pursuant to the Securities Exchange Act of 1934, as the same may be amended from time to time. A copy of Rule 10b-5 as of the date hereof is attached hereto as APPENDIX A.
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Rule 10b-5 means Rule 10(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. For ease of reference, Rule 10b-5 as it reads as of the Effective Date of these Policies and Procedures is set forth in Appendix 1.
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Related to Rule 10b-5

  • Rule 159A “Rule 405” and “Rule 415” mean, in each case, such rule promulgated under the Securities Act (or any successor provision), as the same shall be amended from time to time.

  • Rule 17f-5 means Rule 17f-5 promulgated under the 1940 Act.

  • Rule 173 “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B” and “Rule 433” refer to such rules under the Act.

  • Rule 17f-7 means Rule 17f-7 promulgated under the 1940 Act.

  • Rule 15c2-12 means Rule 15c2-12 under the Securities Exchange Act of 1934, as amended through the date of this Undertaking, including any official interpretations thereof.

  • Rule 163 “Rule 164”, “Rule 172”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B” and “Rule 433” refer to such rules under the Act.

  • Rule 144 means Rule 144 promulgated under the Securities Act.

  • SEC Rule 144 means Rule 144 promulgated by the SEC under the Securities Act.

  • Rule 164 “Rule 172”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B” and “Rule 433” refer to such rules under the Act.

  • Rule 497 refers to Rule 497(c) or 497(h) under the Act, as applicable.

  • SEC Rule means Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934.

  • Rule 144(k) Period means the period of two years (or such shorter period as may hereafter be referred to in Rule 144(k) under the Securities Act (or similar successor rule)) commencing on the Issue Date.

  • Rule 144A means Rule 144A promulgated under the Securities Act.

  • 1933 Securities Act means the Securities Act of 1933 of the United States, as amended, and the rules and regulations thereunder, and any comparable or successor laws or regulations thereto.

  • Rule 145 means Rule 145 as promulgated by the Commission under the Securities Act, as such Rule may be amended from time to time, or any similar successor rule that may be promulgated by the Commission.

  • SEC Rule 145 means Rule 145 promulgated by the SEC under the Securities Act.

  • 1933 Act Regulations means the rules and regulations of the Commission under the 1933 Act.

  • Rule 158 “Rule 163”, “Rule 164”, “Rule 172”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B” and “Rule 433” refer to such rules under the Act.

  • Securities Act means the Securities Act of 1933, as amended.

  • 1933 Act means the Securities Act of 1933, as amended.

  • Rule 17g-5 Rule 17g-5 under the Exchange Act.

  • Rule 405 “Rule 415”, “Rule 424”, “Rule 430B” and “Rule 433” refer to such rules under the Act.

  • Rule 172 “Rule 173”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B” and “Rule 433” refer to such rules under the Act.

  • Rule 433 and “Rule 462” refer to such rules under the Act.

  • Regulation M means Regulation M under the Exchange Act.

  • Rule 144(k) means Rule 144(k) as promulgated under the Securities Act, or any successor rule.