No-Trade Sample Clauses
A No-Trade clause prohibits parties from engaging in certain transactions or trading activities specified in the agreement. Typically, this clause applies to employees, contractors, or business partners, restricting them from buying, selling, or otherwise dealing in particular assets, securities, or products during a defined period or under certain conditions. Its core function is to prevent conflicts of interest, insider trading, or market manipulation, thereby protecting the integrity of the business or transaction and ensuring compliance with legal or ethical standards.
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No-Trade. Consultant acknowledges that it may be in possession of material nonpublic information which is considered to be any information concerning the Company that is both (i) material (meaning the average investor would want to know such information before deciding whether to buy, sell or hold securities of the Company, or, in other words, information that could affect the market price of Company securities); and (ii) nonpublic (meaning the information has not been disclosed in the Company’s filings with the SEC or in a press release issued by the Company that has been broadly disseminated to the investing public). Information is not considered public until the second business day after such disclosure in an SEC filing or press release. If such material nonpublic information is disclosed to the public, Consultant may not trade in Company securities until the second business day after such disclosure (i.e., the second day after the applicable SEC filing or press release). The prohibition on trading while in possession of material nonpublic information continues for as long as any information Consultant has is both material and nonpublic and can continue even after Consultant’s engagement with the Company has terminated.
No-Trade. From the Share Issue Notice Date through Issue Reference Period, (i) the Subscriber shall not engage in any short sales or hedging transactions with respect to any of the New Common Shares to be issued on the succeeding Settlement Date through any trade of the Issuer’s Common Shares directly on the Market or any other market or exchange upon which Common Shares are then traded (except trades by the Subscriber’s affiliated banking and brokerage businesses on their own behalf and on behalf of their customers), and (ii) the Issuer shall not undertake any trade of the Issuer’s Common Shares directly on the Market or any other market or exchange upon which Common Shares are then traded.
No-Trade. SCS acknowledges that it may be in possession of material nonpublic information which is considered to be any information concerning the Company that is both (i) material (meaning the average investor would want to know such information before deciding whether to buy, sell or hold securities of the Company, or, in other words, information that could affect the market price of Company securities); and (ii) nonpublic (meaning the information has not been disclosed in the Company's filings with the Securities and Exchange Commission (“SEC”) or in a press release issued by the Company that has been broadly disseminated to the investing public). Information is not considered public until the second business day after such disclosure in a SEC filing or press release. If such material nonpublic information is disclosed to the public, consultant may not trade in the Company securities until the second business day after such disclosure (i.e., the second day after the applicable sec filing or press release). The prohibition on trading while in possession of material nonpublic information continues for as long as any information consultant has is both material and nonpublic and can continue even after consultant's engagement with the Company has terminated.
No-Trade. You further agree that, without the prior written consent of the Company, until such time as any and all material non-public information contained in the Confidential Information has been disclosed publicly, neither Recipient nor any of your affiliates (as such term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended), acting alone or as part of a group, will: (a) acquire, propose, or offer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, any securities or direct or indirect rights to acquire any securities of the Company other than through the direct issuance by the Company contemplated under the Discussions or (b) sell any securities or direct or indirect rights to sell any securities of the Company.
No-Trade. Each of the members of the SCS Group acknowledges that it may be in possession of material nonpublic information which is considered to be any information concerning RCAR that is both (i) material (meaning the average investor would want to know such information before deciding whether to buy, sell or hold securities of RCAR, or, in other words, information that could affect the market price of RCAR securities); and (ii) nonpublic (meaning the information has not been disclosed in RCAR's filings with the United States Securities and Exchange Commission (the “SEC”) or in a press release issued by RCAR that has been broadly disseminated to the investing public). Information is not considered public until the second business day after such disclosure in a SEC filing or press release. If such material nonpublic information is disclosed to the public, any member of the SCS Group having knowledge of such information may not trade in RCAR securities until the second business day after such disclosure (i.e., the second day after the applicable SEC filing or press release). The prohibition on trading while in possession of material nonpublic information continues for as long as any information each of the members of the SCS Group has is both material and nonpublic and can continue even after SCS’s engagement as a consultant to RCAR has terminated.
No-Trade. 10.1 Subject to Section 10.3 below, as of the date hereof and until the end of the Lock-up Period the Sellers and wholly owned affiliates thereof shall not deal in the Company's securities (including without limitation the Remaining Shares) in any way without Purchaser's prior written consent.
10.2 Notwithstanding the aforesaid, should Purchaser issue a tender offer for substantially all of the shares of the Company, and Sellers elect not to tender their Remaining Shares in the offer, then Sellers may sell the Remaining Shares on the TASE subject to Purchaser's right of first offer pursuant to Section 11 below. Should Purchaser otherwise purchase such additional number of shares of the Company so that the Company's shares be delisted from the TASE or not be traded thereat on a regular basis then Sellers may sell the Remaining Shares, subject to Purchaser's right of first offer pursuant to Section 11 below.
10.3 As of the date hereof and until the end of the Lock-up Period, any of the Company's securities offered or made available to the Sellers or any of their wholly owned affiliates, except those offered or made available by the Company, and to the extent Sellers intend to buy or otherwise acquire such securities, shall be subject to Purchaser's right of first refusal, as follows:
10.3.1 Sellers shall make a written offer to Purchaser to purchase the aforementioned securities. Such offer shall specify the number of securities and the terms and conditions upon which they were offered to Sellers. Sellers shall use their best efforts to make the offer within twenty four (24) hours from the time the securities in question are or made available to Sellers.
10.3.2 Purchaser shall notify Sellers within seven (7) days from the date the offer is received whether it accepts to purchase the securities under the terms and conditions specified in the notice.
10.3.3 Should Purchaser not exercise its right of first refusal Sellers may purchase the aforesaid securities on those terms offered to Purchaser under the notice.
No-Trade. The Consultant acknowledges that he may receive information of the Company during the course of providing the Services to the Company that is material, non- public information concerning the Company and the Consultant further acknowledges and agrees that he shall not trade in securities of the Company while possessing such material, non-public information of the Company. The Consultant hereby agrees to comply with all applicable federal and state securities laws with respect to trading in securities of the Company. federal and state securities laws with respect to trading in securities of the Company.