TRADING PROHIBITION. The trading prohibitions contained in Holdings and the CBOT’s Personnel Policies and Procedures Manual shall apply to Executive during the Employment Period.
TRADING PROHIBITION. The Company and each Shareholder hereby acknowledge that the transactions contemplated hereby and information disclosed and to be disclosed to the Company, such Shareholder and their representatives may, from time to time, constitute or include material non-public information concerning Buyer. The Company and each Shareholder acknowledge that they are aware, and that they have advised and will continue to advise all employees and representatives of the Company or any Shareholder to whom the existence of this transaction or any such information has been or may be disclosed that (i) the federal securities laws may prohibit a person who has material, non-public information from purchasing or selling securities of any company to which such information relates and (ii) material non-public information shall not be communicated to any other person except as expressly permitted by this Agreement. Between the date of this Agreement and the Closing neither the Company nor any Shareholder (nor any trustees or beneficiaries of the Shareholder) will acquire any shares of common stock, $.001 par value per share, of Buyer, except that the Shareholders may acquire the TMP Shares at Closing as contemplated herein. Each Shareholder will not, and it will cause any of its trustees and beneficiaries not to, in any way sell, transfer or assign any Company Shares owned by any Shareholder or the TMP Shares to be acquired by any Shareholder hereunder, or reduce his risk or commit to reduce his risk with respect to the Company Shares owned by any Shareholder or TMP Shares to be acquired by any Shareholder hereunder, whether by entering into a put, collar, option, margin or other arrangement, until, in the case of TMP Shares, after the filing with the SEC (as defined in Section 8.5) of financial results of Buyer covering at least 30 days of post-Closing combined operations of Buyer and the Company, except for the sale of Company Shares to Buyer as contemplated hereunder.
TRADING PROHIBITION. The Company and each Shareholder hereby acknowledge that the Merger and information disclosed and to be disclosed to the Company, such Shareholder and their representatives may, from time to time, constitute or include material non-public information concerning TMP. The Company and each Shareholder acknowledges that they are aware, and that they have advised and will continue to advise all employees and representatives of the Company or such Shareholder to whom the existence of the Merger or any such information has been or may be disclosed that (i) the federal securities laws may prohibit a person who has material, non-public information from purchasing or selling securities of any company to which such information relates and (ii) material non-public information shall not be communicated to any other person except as expressly permitted by this Agreement. The Shareholders will not in any way sell, transfer or assign any TMP Shares to be acquired by them, reduce their risk or commit to reduce their risk with respect to the TMP Shares to be acquired by them, whether by entering into a put, collar, option, margin or other arrangement, until after the filing with the SEC of financial results of TMP covering at least 30 days of post-Closing combined operations of TMP and the Company.
TRADING PROHIBITION. Subject to Section 3.7(c), until the earlier of (a) the first anniversary of the Effective Date, (b) the termination of Xxxxx X. Xxxxxxx as Chief Executive Officer of the Company, (c) a Change of Control or (d) any material breach by the Company of any of the representations, warranties, covenants or agreements made by the Company in any Transaction Document, the Purchaser shall not (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock “beneficially owned” (as such term is used in Rule 13d-3 of the Exchange Act) by Purchaser or any other securities so owned convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The Purchaser also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of shares of Common Stock except in compliance with the foregoing restrictions. For the purposes of this Agreement, “Change of Control” shall mean any one of the following events (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as such term is used in Rule 13d-3 of the Exchange Act, except that a person shall be deemed to be the beneficial owner of all securities that such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s voting securities or otherwise acquires the right to elect a majority of the members of the Board; (ii) the consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; (iii) the consummation of a plan of reorganization, merger or consolidation involving the Company, other than a merger or consolidation which would result in the holders of the voting securities of the Company outstanding immediately prior thereto continuing to ho...
TRADING PROHIBITION. The Stockholders and the Controlling Xxxxx Stockholders acknowledge that the transactions contemplated hereby and information disclosed to the LLC Parties and their representatives constitute or include material non-public information concerning UbiquiTel Parent, and that they may not acquire or sell any shares of UbiquiTel Stock, or encourage any other Person to do so, and that they will advise any of their respective directors, officers, employees, agents or Affiliates who have knowledge of the transactions contemplated hereby that they may not acquire or sell any shares of UbiquiTel Stock, or encourage any other Person to do so.
TRADING PROHIBITION. During the Employment Period the Executive shall not trade for his own account or for the account of others on the Company or on any other exchange or market, or engage in any transaction, which exchange, market or transaction is subject to direct regulation under the Commodity Exchange Act as it may be amended from time to time.
TRADING PROHIBITION. Each Seller hereby acknowledges that the transactions contemplated hereby and information disclosed and to be disclosed to the Sellers and their representatives may, from time to time, constitute or include material non-public information concerning the Buyer. Each Seller acknowledges that they are aware, and that they have advised and will continue to advise all employees and representatives of the Target and its Subsidiaries or such Sellers to whom the existence of this transaction or any such information has been or may be disclosed that (i) applicable securities laws may prohibit a person who has material, non- public information from purchasing or selling securities of any company to which such information relates and (ii) material non-public information shall not be communicated to any other person except as expressly permitted by this Agreement.
TRADING PROHIBITION. Each of TASA and the Shareholders hereby acknowledge that the transactions contemplated hereby and information disclosed and to be disclosed to TASA and the Shareholders and their respective representatives may, from time to time, constitute or include material non-public information concerning TMP. Each of TASA and the Shareholders acknowledges that they are aware, and that they have advised and will continue to advise all employees of TASA and any TASA Subsidiary and the representatives of the Shareholders, TASA and the TASA Subsidiaries to whom the existence of this transaction or any such information has been or may be disclosed by TASA, the TASA Subsidiaries, the Shareholders or each of their respective representatives that (i) the federal securities laws may prohibit a person who has material, non-public information from purchasing or selling securities of any company to which such information relates and (ii) material non-public information shall not be communicated to any other person except as expressly permitted by this Agreement. Between the date of this Agreement and the Closing neither TASA nor any Shareholder will acquire, and TASA will not permit any TASA Subsidiary to acquire, any shares of TMP Common Stock except that each of the Shareholders may acquire their portion of the shares of TMP Common Stock constituting the Stock Consideration at Closing as contemplated herein. Each of the Shareholders will not reduce their risk or commit to reduce their risk with respect to the Stock Consideration to be acquired by such Shareholder hereunder, whether by entering into a put, collar, option, margin or other arrangement with respect to the shares of TMP Common Stock constituting their portion of the Stock Consideration, until after the publication of financial results of TMP covering at least 30 days of post-Closing combined operations of TMP and TASA.
TRADING PROHIBITION. 4.13.1 The Debentures cannot be traded in any regulated market or in any way assigned, sold, alienated or transferred, except the transfer between the Debenture Holder and the Securitization Company mentioned in clause 3.7 above, or in case of liquidation of the Separate Estate of the CRA, under the terms and as defined in the Term of Securitization., In case of Early Redemption of Debentures, they shall be cancelled.
TRADING PROHIBITION. The Company Indemnifying Parties hereby acknowledges that the transactions contemplated hereby and information disclosed and to be disclosed to the Company Indemnifying Parties and their representatives may, from time to time, constitute or include material non-public information concerning the Parent. The Company Indemnifying Parties acknowledge that they are aware, and that it has advised and will continue to advise all employees and representatives of the Company or the Company Indemnifying Parties to whom the existence of this transaction or any such information has been or may be disclosed that (i) the United States federal securities laws prohibit a person who has material, non-public information from purchasing or selling securities of any company to which such information relates and (ii) material non-public information shall not be communicated to any other person except as expressly permitted by this Agreement.
