Over-The-Counter Transaction Sample Clauses

An Over-The-Counter (OTC) Transaction clause defines the terms and conditions under which parties engage in financial transactions that are not conducted through formal exchanges but rather directly between the parties involved. This clause typically outlines the procedures for negotiating, confirming, and settling such trades, and may specify the types of products covered, such as derivatives, swaps, or other customized financial instruments. Its core practical function is to provide a clear framework for conducting non-exchange-based transactions, thereby reducing ambiguity and managing the risks associated with bespoke financial agreements.
Over-The-Counter Transaction. In relation to any Client’s Instructions for Over-The-Counter (“OTC”) transactions between the Client and other third parties, including without limitation trading of any new Securities before their listing on the relevant exchange, entered or to be entered into by the Client, the Client acknowledges and agrees that: 5.13.1 subject to Clause 5.1 above, uSMART SG is acting as agent for the Client and does not guarantee the settlement of such OTC transactions; 5.13.2 the Client’s orders may be partially executed or not executed at all. Trades executed will be cancelled and void if the relevant Security subsequently fails to list on the relevant exchange; 5.13.3 in the event that the Client in selling any Securities fails to deliver such Securities, uSMART SG is entitled to purchase in the market (at the prevailing market price) the relevant Securities required for delivery in respect of such sale effected for the Client in order to complete the settlement of the relevant transaction. The Client shall bear all Losses that may be sustained or incurred, whether directly or indirectly, as a result of or in connection with such Transaction; 5.13.4 in the event that (1) the Client buys Securities from a seller and such seller fails to deliver the relevant Securities and (2) the purchase of the relevant Securities cannot be effected or uSMART SG in its sole and absolute discretion determines not to purchase the relevant Securities pursuant to Clause 5.13.3 the Client will not be entitled to obtain the relevant Securities at the matched price and shall only be entitled to receive the money paid for the failed purchase of the relevant Securities; 5.13.5 in the event that the Client in buying any Securities fails to deposit the necessary settlement amount, uSMART SG is entitled to sell any and all Securities or collateral held in the Client’s Account and use the sale proceeds after deducting all costs in settlement of the transaction. However, if the Client is the seller under such transaction and such transaction cannot be settled, the Client shall only be entitled to the relevant Securities but not the sale proceeds of the relevant Securities; and 5.13.6 without prejudice to the above, the Client shall bear its own Losses and shall be responsible to uSMART SG for any Losses that may be sustained or incurred, whether directly or indirectly, as a result of or in connection with its and/or its counterparty's settlement failures.
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Over-The-Counter Transaction. In relation to any Client’s Instructions for Over-The-Counter (“OTC”) transactions between the Client and other third parties, including without limitation trading of any new Securities before their listing on the relevant exchange, entered or to be entered into by the Client, the Client acknowledges and agrees that: (a) subject to clause 5.1 above, GTJAS is acting as agent for the Client and does not guarantee the settlement of such OTC transactions; (b) the Client’s orders may be partially executed or not executed at all. Trades executed will be cancelled and void at Client’s costs and expenses if the relevant securities subsequently fail to list on the relevant exchange; (c) in the event that the Client in selling any Securities fails to deliver such Securities, GTJAS is entitled to purchase in the market (at the prevailing market price) the relevant Securities required for delivery in respect of such sale effected for the Client in order to complete the settlement of the relevant transaction. The Client shall bear all costs, expenses and losses arising out of or in connection with such transaction; (d) in the event that (1) the Client buys Securities from a seller and such seller fails to deliver the relevant Securities and
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Related to Over-The-Counter Transaction

  • Agency Cross Transactions From time to time, the Advisor or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their brokerage clients (each an "Account") securities which the Advisor's investment advisory clients wish to sell, and to sell for certain of their brokerage clients securities which advisory clients wish to buy. Where one of the parties is an advisory client, the Advisor or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory client's consent. This is because in a situation where the Advisor is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Advisor or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Advisor's part regarding the advisory client. The Securities and Exchange Commission has adopted a rule under the Investment Advisers Act of 1940, as amended, which permits the Advisor or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. By execution of this Agreement, the Trust authorizes the Advisor or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Advisor.

  • Portfolio Transactions The Manager is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Portfolio and is directed to use its best efforts to obtain the best available prices and most favorable executions, except as prescribed herein. It is understood that the Manager will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or to the Portfolio, or be in breach of any obligation owing to the Fund or to the Portfolio under this Agreement, or otherwise, solely by reason of its having caused the Portfolio to pay a member of a securities exchange, a broker, or a dealer a commission for effecting a securities transaction for the Portfolio in excess of the amount of commission another member of an exchange, broker, or dealer would have charged if the Manager determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or the Manager’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. The Manager will promptly communicate to the officers and directors of the Fund such information relating to transactions for the Portfolio as they may reasonably request.

  • Merger Transaction 2.1 Merger of Acquisition Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at the Effective Time (as defined in Section 2.3), Acquisition Sub shall be merged with and into the Company, the separate existence of Acquisition Sub shall cease and the Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”).

  • Other Transactions Nothing contained herein shall preclude the Agent or any other Lender from engaging in any transaction, in addition to those contemplated by this Agreement or any other Loan Document, with the Borrower or any of its Affiliates in which the Borrower or such Affiliate is not restricted hereby from engaging with any other Person.

  • Portfolio Transaction and Brokerage In placing orders for portfolio securities with brokers and dealers, Portfolio Manager shall use its best efforts to execute securities transactions on behalf of the Account in such a manner that the total cost or proceeds in each transaction is the most favorable under the circumstances. Portfolio Manager may, however, in its discretion, direct orders to brokers that provide to Portfolio Manager research, analysis, advice and similar services, and Portfolio Manager may cause the Account to pay to those brokers a higher commission than may be charged by other brokers for similar transactions, provided that Portfolio Manager determines in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Portfolio Manager to the Account and any other accounts with respect to which Portfolio Manager exercises investment discretion, and provided further that the extent and continuation of any such practice is subject to review by the Trust’s Board of Trustees. Portfolio Manager shall not execute any portfolio transactions for the Trust with a broker or dealer which is an “affiliated person” of the Trust or Portfolio Manager, including any other investment advisory organization that may, from time to time act as a portfolio manager for the Portfolio or any of the Trust’s other Portfolios, except as permitted under the Investment Company Act and rules promulgated thereunder. The Trust shall provide a list of such affiliated brokers and dealers to Portfolio Manager and will promptly advise Portfolio Manager of any changes in such list.