No Front Running Clause Samples
The No Front Running clause prohibits parties from executing trades based on advance knowledge of pending client orders that could influence market prices. In practice, this means that brokers, dealers, or other intermediaries must not use confidential information about client transactions to place their own trades ahead of those clients. This clause is essential for maintaining market integrity and fairness, as it prevents the misuse of privileged information and protects clients from being disadvantaged by those with insider access.
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No Front Running. 7.1 Each of the Bookrunners, the Mandated Lead Arrangers and the Underwriters agree with each other and for your benefit that:
(a) until the Syndication Closing Date, it shall not, and shall procure that none of its Affiliates shall, engage in any Prohibited Activity;
(b) if it or any of its Affiliates engages in any Prohibited Activity before the Syndication Closing Date, the Company or any Credit Party may be prejudiced;
(c) when it signs the Facility Documents relating to the Senior Facilities (“Senior Facility Documents”) or the Second Lien Facility (“Second Lien Documents”) (as applicable) and any transfer document under the Senior Facility Documents or the Second Lien Documents (as applicable) (in the case of any transfer document, only if signed within three months after the Syndication Closing Date), it shall, if the other Credit Parties so request, confirm to them in writing that neither it nor any of its Affiliates has breached the terms of this letter;
(d) if it or any of its Affiliates engages in any Prohibited Activity before the Syndication Closing Date, the other Credit Parties retain the right not to allocate to it a commitment under the Facilities; and
(e) any arrangement, front-end or similar fee which may be payable to it in connection with Facility B or the Second Lien Facility is only payable on condition that neither it nor any of its Affiliates has breached the terms of this letter. This condition is in addition to any other conditions agreed between the Credit Parties in relation to the entitlement of each of them to any such fee.
7.2 The Bookrunners, the Mandated Lead Arrangers and the Underwriters confirm that neither it nor any of its Affiliates has engaged in any Prohibited Activity prior to the date of this letter.
7.3 For the purposes of this paragraph 7:
No Front Running. (a) You agree that until primary syndication of the Facility has been completed and allocations released, you will not, and will procure that no other member of the Participation Group will:
(i) undertake any Front Running;
(ii) enter into (or agree to enter into) any agreement with any bank, financial institution or other third party which to your knowledge may be approached to become a syndicate member, under which that bank, financial institution or other third party shares any risk or participates in any exposure of any Lender under the Facility; or
(iii) offer to make any payment or other compensation of any kind to any bank, financial institution or third party for its participation (direct or indirect) in the Facility.
(b) Neither you nor any other member of the Participant Group has engaged in any Front Running:
(i) if you or any other member of the Participant Group engages in any Front Running before the close of primary syndication we may suffer loss or damage and your position in future financings with us and the Company may be prejudiced; and
(ii) if you or any other member of the Participant Group engages in any Front Running before the close of primary syndication we retain the right not to allocate to you a commitment under the Facility.
No Front Running. You acknowledge and agree that:
(a) you will not, and you will procure that no other member of the Participant Group will engage in any Front Running;
(b) if you or any other member of the Participant Group engages in any Front Running we may suffer loss or damage and your position in future financings with us and the Company may be prejudiced;
(c) if you or any other member of the Participant Group engages in any Front Running we retain the right not to allocate to you a participation under the Facility;
(d) you confirm that neither you nor any other member of the Participant Group has engaged in any Front Running. When you sign the Credit Agreement and/or any Assignment and Assumption under the Credit Agreement (in the case of any Assignment and Assumption, only if signed within three months after the Free to Trade Time), you will, if we so request, confirm to us in writing that neither you nor any other member of the Participant Group has breached the terms of this Part B of this letter. Any arrangement, upfront, closing or similar fees which may be payable to you in connection with the Facility are only payable on condition that neither you nor any other member of the Participant Group has breached the terms of this Part B of this letter. This condition is in addition to any other conditions agreed between us in relation to your entitlement to any such fees.
No Front Running. Each of the Underwriters agrees and acknowledges that:
(a) it shall not, and shall procure that none of its Affiliates shall, engage in any Front Running;
(b) if it or any of its Affiliates engages in any Front Running, the other Underwriter may suffer loss or damage;
(c) if it or any of its Affiliates engages in any Front Running the other Underwriter retains the right not to allocate to it a participation under the Facility;
(d) it confirms that neither it nor any of its Affiliates has engaged in any Front Running. For the purposes of this paragraph 9:
No Front Running. 6.1 Each of the Original Arrangers and Underwriters agrees and acknowledges that:
(a) it shall not, and shall procure that none of its Affiliates shall, engage in any Front Running;
(b) if it or any of its Affiliates engages in any Front Running, the other Original Arrangers and Underwriters may suffer loss or damage and its position in future financings with the other Original Arrangers and Underwriters and the Company may be prejudiced; and
(c) it confirms that neither it nor any of its Affiliates has engaged in any Front Running. Any arrangement, front-end or similar fee which may be payable to an Original Arranger or Underwriter in connection with the Facilities is only payable on condition that neither it nor any of its Affiliates has breached the terms of this letter. This condition is in addition to any other conditions agreed between the Original Arrangers and Underwriters in relation to the entitlement of each Original Arranger and Underwriter to any such fee.
6.2 For the purposes of this paragraph 6:
No Front Running. (a) Each Mandated Lead Arranger and Underwriter agrees with each other and with each of you that until close of primary syndication, as determined by the Initial MLAs, the Mandated Lead Arrangers and Underwriters shall not, and shall ensure that none of their respective affiliates will:
(i) undertake any Front Running;
(ii) enter into (or agree to enter into) any agreement, option or other arrangement with any bank, financial institution or other third party which may be approached to become a syndicate member, whether legally binding or not, under which that bank, financial institution or other third party shares any risk or participates in any exposure of any Mandated Lead Arranger or Underwriter under the Debt Financing or which relates to the acquisition of any Facility Interest (whether on an indicative basis, a “when and if issued” basis, or otherwise); or
(iii) offer or make any payment or other compensation of any kind to any bank, financial institution or third party for its participation (direct or indirect) in the Debt Financing or its acquisition of any Facility Interest, except in accordance with the terms of the syndication strategy to be agreed between the Mandated Lead Arrangers, Joint Bookrunners and the Underwriters.
(b) Each Mandated Lead Arranger and Underwriter represents to each other and to each of you that it has not (i) undertaken any Front Running, (ii) entered into (or agreed to enter into) any agreement, option or arrangement described in paragraph (a)(ii) above or (iii) offered or made any payment or other compensation described in paragraph (a)(iii) above, prior to the date of this Commitment Letter.
(c) For the purposes of the above paragraphs:
No Front Running. 6.1 Each Underwriter agrees and acknowledges that:
(a) until the Free to Trade Time, it must not, and must ensure that none of its Affiliates, engage in any Front Running;
(b) if it or any of its Affiliates engage in any Front Running before the Free to Trade Time, the other Underwriters may suffer loss or damage and its position in future financings with the other Underwriters, the Company and the Initial Investors may be prejudiced;
(c) when it signs the Finance Documents and any transfer document under the Finance Documents (in the case of any transfer document, only if signed prior to the Free to Trade Time), it shall, if the other Underwriters so request, confirm to them in writing that neither it nor any of its Affiliates have breached the terms of this Clause 6; and
(d) if it or any of its Affiliates engage in any Front Running before the Free to Trade Time, the other Underwriters retain the right not to allocate to it any further commitments under the Facilities.
6.2 Each Underwriter confirms that neither it nor any of its Affiliates have engaged in any Front Running prior to the Free to Trade Time.
6.3 For the purposes of this Clause 6:
No Front Running. Undertaking
No Front Running. Each of the Arrangers and Original Lenders agrees and acknowledges that:
(a) it shall not, and shall procure that none of its Affiliates shall, engage in any Front Running; and
(b) it confirms that neither it nor any of its Affiliates has engaged in any Front Running. For the purposes of this paragraph 2: