Execution Only Transactions Sample Clauses

Execution Only Transactions. You may direct ▇▇▇▇▇▇ to undertake an execution only transaction on your behalf even if you hold a Discretionary account. An execution only transaction is a transaction executed by ▇▇▇▇▇▇ upon your specific instructions where ▇▇▇▇▇▇ does not give advice on the merits of that transaction. It may also be a transaction, where you either (a) elect explicitly to act as an execution-only client or (b) place an order for a transaction, or a series of transactions, that is contrary to the specific advice of ▇▇▇▇▇▇ or (c) when asked for advice on the merits of a particular transaction, or series of transactions, ▇▇▇▇▇▇ explicitly states that they are not in a position to give such advice. Where you initiate or propose an execution only transaction to deal in a non-complex instrument ▇▇▇▇▇▇ will not assess the suitability or appropriateness of the instrument for you and therefore you will not benefit from the protection of conduct of business rules as regards suitability or appropriateness. ▇▇▇▇▇▇ will not advise you on the merits of the transaction and you will be solely responsible for all investment decisions. ▇▇▇▇▇▇ will advise you if it is of the view that an instruction is not within the category of non-complex instruments. In such circumstances our obligation is limited to assessing your knowledge and experience to understand the risks involved with the product or service based on information that you have provided to us to ascertain if the transaction is appropriate for you. You will not benefit from the protection of conduct of business rules as regards suitability. ▇▇▇▇▇▇ will not advise you on the merits of the transaction and you will be solely responsible for all investment decisions. In the event that we determine that the instruction is not within the category of non-complex instruments and that it is not appropriate for you, we are obliged to warn you of the risks involved before proceeding with the trade and if we consider that the transaction is not in your best interest then we may be obliged not to proceed with the trade. It is your responsibility to ensure that the instruction is lawful and does not amount to insider dealing, market manipulation or is a breach of any securities law or other law or regulation. 1. PART C Self-dealing
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Execution Only Transactions. You may direct ▇▇▇▇▇▇ to undertake an execution only transaction on your behalf even if you hold an Advisory account. An execution only transaction is a transaction executed by ▇▇▇▇▇▇ upon your specific instructions where ▇▇▇▇▇▇ does not give advice on the merits of that transaction. It may also be a transaction, where you either (a) elect explicitly to act is appropriate for you. You will not benefit from the protection of conduct of business rules as regards suitability. ▇▇▇▇▇▇ will not advise you on the merits of the transaction and you will be solely responsible for all investment decisions. In the event that we determine that the instruction is not within the category of non-complex instruments and that it is not appropriate for you, we are obliged to warn you of the risks involved before proceeding with the trade and if we consider that the transaction is not in your best interest then we may be obliged not to proceed with the trade. It is your responsibility to ensure that the instruction is lawful and does not amount to insider dealing, market manipulation or is a breach of any securities law or other law or regulation. 1. PART C Self-dealing
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Execution Only Transactions. The receipt of explicit written instructions from you to HFS to arrange a specific investment product, transaction, or service, with a specific product producer, is known as an Execution Only transaction. HFS will have no input into the transaction beyond facilitating your request. Such transactions are exempt from detailed Know Your Customer and Statement of Suitability requirements under the CPC 2012. To facilitate such a transaction, HFS must be in receipt of a signed declaration beforehand. This declaration will require you to confirm that you wish to proceed, having considered, understood and accepted all the following: • That you have not received any advice on the transaction from HFS, • That you have not received a Suitability Statement from HFS on the transaction, • That you have given explicit instruction for HFS to complete the transaction on an Execution Only basis. A Client Asset Account (CAA) is an account maintained by HFS to facilitate client's monies for a brief period whilst awaiting onward transmission. HFS retains control of CAA's, which are clearly designated as such with the respective custodians. All monies in these accounts are readily identifiable as wholly separate from HFS own corporate monies. We will make every effort to minimise the time in which these monies are held in such accounts. Where client monies must be remitted through a HFS CAA, interest will not be paid. At any point it is possible that more than one client's monies are held in this account. HFS undertakes a daily reconciliation recording the beneficial owners of all client monies held in the CAA. HFS CAA's are subject to external audit bi-annually and Client Asset Regulations as issued by Central Bank of Ireland. HFS operates a number of CAA's with credit institutions or eligible custodians, but HFS cannot be held liable in the event of default by a third party institution. A list of credit institutions where HFS have CAA's is available upon request. In signing these Terms of Business you give consent to HFS to pooling client monies in a CAA. Where your monies are held either by a credit institution, other qualified custodian, or by an overseas third party, these institutions are acting as a third party custodian. In the event that the custodian defaults, there is a risk that some or all of your monies may be lost. HFS accepts no responsibility and is not liable for any losses that may occur in the event of third party default. The investments held within your fu...
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Execution Only Transactions. Arranging Investments In respect of any Investment to be made by the Bank on behalf of the Customer pursuant to the terms of this Agreement, the Customer hereby authorizes the Bank, without any further notice between the parties required to: (i) Arrange for execution of Investments on behalf of the Customer on the best available terms provided that the Bank will act in good faith and in a fair and reasonable manner; (ii) Arrange on behalf of the Customer, if the Bank is of the view that it is expedient or beneficial for its customers to do so, any Investment or series of Investments by amalgamating such Investment(s) with transactions on behalf of other customers of the Bank as part of one single transaction to be made collectively for the benefit of several customers of the Bank. The Customer acknowledges and agrees that a delay may occur in implementing customer instructions, and accordingly a delay in executing such a transaction for the benefit of several customers of the Bank may have a negative impact on the price or terms that the Customer may obtain in respect of the relevant Investment; Ordinary Collateral In respect of any Investments to be entered into by the Bank or its Agents on behalf of the Customer, if in the view of the Bank at its sole and absolute discretion an Investment of the Customer carries such risk that warrants a requirement for collateral, the Bank may at any time require that the Customer transfer to, and pledge in favour of, the Bank a cash amount or assets acceptable to the Bank, in each case of such value as the Bank may determine (Ordinary Collateral). تارامثتسلاا بيترت متيس ليمعلا نع ةباين هتارادإب كنبلا موقي رامثتسا يأب قلعتي اميف ، كنبلل هبجومب ليمعلا حرصي ، ةيقافتلاا هذه دونبل اقفو هئارجإ :يلي امب ، نيفرطلا نيب رخآ راعشإ يأ نود ليمعلا نع ةباين تارامثتسلاا ذيفنتل ةمزلالا تابيترتلا ذاختا (i) ةين نسحب كنبلا فرصتي نأ طرشب ةحاتملا طورشلا لضفأ ىلع ;ةلوقعمو ةلداع ةقيرطبو ناك اذإ ،رامثتسا تايلمع ةعومجم وأ رامثتسا يلأ بيترتلا (ii) ةبولطملا تلاماعملا عم تارامثتسلاا هذه جمدب ليمعلل ،ايرورض يعامج لكشب اهؤارجإ متي ةدحاو ةلماعم نم ءزجك نيرخآ ءلامع نم ثدحي دق هنأب ليمعلا رقي ضرغلا اذهل .ءلامعلا نم ديدعلا ةدئافل (ليمعلا نع ةباينلاب رارق ذاختا وأ) ليمعلا تاميلعت قيبطت يف ريخأت يف ليمعلا هيلع لصحي دق يذلا رعسلا ىلع رثؤي نأ هنأش نم ؛ةددحم رامثتسا ةيلمع ةيداع تانامض ليمعلا نع ةباين هئلاكو وأ كنبلا اهمربيً تارامثتسا يأب قلعتي اميف رامثتساً نإف ، قلطملاو صاخلا هريدقتل اقفو كنبلا يأر يف ناك اذإ ، دوجول اطرش بلطتت يتلا رطاخملا هذه لثم ىلع يوطني ...
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Execution Only Transactions. We will not advise you about a particular transaction if we reasonably believe that when you gave the order for that transaction, you were not expecting advice. We will deem such orders to be ‘execution only’ and accept no liability for the merits or suitability of the transaction. Similarly, we will deal on an execution only basis for discretionary and advisory clients, where we believe that a particular transaction, as instructed by you, is not in accordance with your usual specific risk objectives. When a transaction is carried out on this basis we will let you know, either at the time the transaction is carried out, or on a contract note despatched to you. Under FCA rules we must ensure that for complex investments (for example derivatives or warrants), those investments must be appropriate, based on our knowledge of your circumstances. If we believe a trade is inappropriate we will inform you of this and may refuse to undertake the trade.
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Related to Execution Only Transactions

  • Sale of Assets; Merger and Consolidation Subject to right of Shareholders, if any, to vote pursuant to Section 6.1, the Trustees may cause (i) the Trust or one or more of its Portfolios to the extent consistent with applicable law to sell all or substantially all of its assets to, or be merged into or consolidated with, another Portfolio, statutory trust (or series thereof) or Company (or series thereof), (ii) the Shares of the Trust or any Portfolio (or Class) to be converted into beneficial interests in another statutory trust (or series thereof) created pursuant to this Section 9.4, (iii) the Shares of any Class to be converted into another Class of the same Portfolio, or (iv) the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law. In all respects not governed by statute or applicable law, the Trustees shall have power to prescribe the procedure necessary or appropriate to accomplish a sale of assets, merger or consolidation including the power to create one or more separate statutory trusts to which all or any part of the assets, liabilities, profits or losses of the Trust may be transferred and to provide for the conversion of Shares of the Trust or any Portfolio (or Class) into beneficial interests in such separate statutory trust or trusts (or series or class thereof).

  • Consolidation, Merger and Sale of Assets (a) The Issuer will not consolidate with or merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Issuer unless: (1) the Issuer shall be the continuing Person, or the Person (if other than the Issuer) formed by such consolidation or into which the Issuer is merged or that acquired or leased such property and assets of the Issuer shall be a corporation, general or limited partnership, limited liability company or other entity (other than an individual) organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Issuer on the Notes and under this Indenture; (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction on a pro forma basis the Issuer, or any Person becoming the successor obligor of the Notes, as the case may be, could Incur at least $1.00 of Indebtedness under paragraphs (a), (b) and (c) of Section 4.07; provided, however, that this clause (3) shall not apply to a consolidation or merger with or into a Wholly Owned Subsidiary with a positive net worth; provided further, however, that, in connection with any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in the surviving Person or the Issuer) shall be issued or distributed to the holders of Capital Stock of the Issuer; and (4) the Issuer delivers to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this Section 5.01 and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (3) above does not apply if, in the good faith determination of the Board of Directors of the Issuer, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile of the Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. (b) Except as provided in Section 10.04, no Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, unless: (1) either such Subsidiary Guarantor shall be the continuing Person or the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation or other legal entity organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee of such Subsidiary Guarantor and under this Indenture; and (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing. (c) For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Subsidiary Guarantors, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Issuer, will be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (d) Upon any such consolidation, combination or merger of the Issuer or a Subsidiary Guarantor, or any such sale, conveyance, transfer, lease or other disposition of all or substantially all of the assets of the Issuer in accordance with this Section 5.01, in which the Issuer or such Subsidiary Guarantor is not the continuing obligor under the Notes or its Subsidiary Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease or other disposition is made will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor and, except in the case of a lease, the Issuer or such Subsidiary Guarantor, as the case may be, will be released from the obligation to pay the principal of and interest on the Notes or in respect of its Subsidiary Guarantee, as the case may be, and all of the Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture and its Subsidiary Guarantee, if applicable. (e) Notwithstanding the foregoing, any Subsidiary Guarantor may (i) consolidate with or merge with or into the Issuer or another Subsidiary Guarantor or (ii) convert into a corporation, general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s jurisdiction of organization or the laws of the United States of America or any state or jurisdiction thereof.

  • Raising of the Capital in Connection with the Initial Business Combination If (x) the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Class B ordinary shares, par value $0.0001 per share, of the Company held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of Ordinary Shares during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 and Section 6.2 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

  • Consolidation, Merger, Sale of Assets (a) Neither the Borrower nor any of its Material Subsidiaries (in one transaction or series of transactions) will wind up, liquidate or dissolve its affairs, or enter into any transaction of merger or consolidation, except any merger, consolidation, dissolution or liquidation (i) in which the Borrower is the surviving entity or if the Borrower is not a party to such transaction then a Subsidiary is the surviving entity or the successor to the Borrower has unconditionally assumed in writing all of the payment and performance obligations of the Borrower under this Agreement and the other Fundamental Documents, (ii) in which the surviving entity becomes a Subsidiary of the Borrower immediately upon the effectiveness of such merger, consolidation, dissolution or liquidation, or (iii) involving a Subsidiary in connection with a transaction permitted by Section 6.4(b); provided, however, that immediately prior to and on a Pro Forma Basis after giving effect to any such transaction described in any of the preceding clauses (i), (ii) and (iii) no Default or Event of Default has occurred and is continuing. (b) The Borrower and its Subsidiaries (either individually or collectively and whether in one transaction or series of related transactions) will not sell or otherwise dispose of all or substantially all of the assets of the Borrower and its Subsidiaries, taken as a whole.

  • Shareholder Transactions Ultimus shall provide the Trust with shareholder transaction services, including: 1.1. process shareholder purchase, redemption, exchange, and transfer orders in accordance with conditions set forth in the applicable Fund’s prospectus(es) applying all applicable redemption or other miscellaneous fees; 1.2. set up of account information, including address, account designations, dividend and capital gains options, taxpayer identification numbers, banking instructions, automatic investment plans, systematic withdrawal plans and cost basis disposition method, 1.3. assist shareholders making changes to their account information included in 1.2; 1.4. issue trade confirmations in compliance with Rule 10b-10 under the Securities Exchange Act of 1934, as amended (the “1934 Act”); 1.5. issue quarterly statements for shareholders, interested parties, broker firms, branch offices and registered representatives; 1.6. act as a service agent and process income dividend and capital gains distributions, including the purchase of new shares, through dividend reimbursement and appropriate application of backup withholding, non-resident alien withholding and Foreign Account Tax Compliance Act (“FATCA”) withholding; 1.7. record the issuance of shares and maintain pursuant to Rule 17Ad-10(e) of the 1934 Act a record of the total number of shares of each Fund which are authorized, based upon data provided to it by the Trust, and issued and outstanding; 1.8. perform such services as are required to comply with Rules 17a-24 and 17Ad-17 of the 1934 Act (the “Lost Shareholder Rules”); 1.9. provide cost basis reporting to shareholders on covered shares (shares purchased after 1/1/2012), as required; 1.10. withholding taxes on non-resident alien accounts, pension accounts and in accordance with state requirements; 1.11. produce, print, mail and file U.S. Treasury Department Forms 1099 and other appropriate forms required by federal authorities with respect to distributions for shareholders; 1.12. administer and perform all other customary services of a transfer agent, including, but not limited to, answering routine customer inquiries regarding shares; and 1.13. process all standing instruction orders (Automatic Investment Plans (“AIPs”) and Systematic Withdrawal Plan (“SWPs”)) including the debit of shareholder bank information for automatic purchases.