Trade Requests. During the term of this Agreement and at such times as mutually agreed by the Parties, the Parties may affect transactions in Digital Assets in accordance with the following procedures: (a) Counterparty may submit to Solidus, via an approved communications channel, as set forth in Section 2.3, a request to purchase or sell a specified Digital Asset (a “Trade Request”) on either a spot or forward basis. Solidus may also provide, in the future, an electronic or otherwise automated trading or quotation platform, the terms of use of which may incorporate and modify the terms of this Section 2. (b) Upon receipt of a Trade Request, Solidus may, but is not required to, provide to Counterparty, via electronic and/or telephonic communication, a price (which may be denominated in a fiat currency or another Digital Asset) at which it is willing to sell or purchase (as the case may be) a specified quantity of such Digital Asset (a “Trade Quote”). For the avoidance of doubt, Solidus may decline to provide a Trade Quote for any reason in its sole discretion. (c) Counterparty must accept a Trade Quote by electronic and/or telephonic communication within ten (10) seconds of the time the electronic communication is sent or the time of the telephonic communication (the “Acceptance Window”); provided, however, that Solidus may withdraw a Trade Quote by electronic or telephonic communication at any time prior to acceptance. (d) If Counterparty accepts the Trade Quote within the Acceptance Window, a binding transaction will be deemed to have been executed at the time of acceptance (the “Time of Acceptance”), on the terms set forth in the Trade Quote and this Agreement (a “Completed Trade”). (e) If the Trade Quote is not accepted within the Acceptance Window, the Trade Quote shall be deemed to be rejected and expire and no transaction may be affected in accordance with such Trade Quote. In the event that a Trade Quote is rejected or is not accepted within the Acceptance Window, Solidus may provide, and Counterparty may request that Solidus provide a new Trade Quote. (f) Following the valid acceptance of a Trade Quote, Solidus shall send to Counterparty a summary of the terms of the Completed Trade including the following information: (i) the type of Digital Asset to be purchased or sold; (ii) whether Solidus is selling or purchasing the relevant Digital Asset; (iii) the Counterparty Delivery Time; (iv) where Solidus is selling the relevant Digital Asset, the Counterparty Purchased Asset and the Counterparty Purchase Price; and (v) where Solidus is purchasing the relevant Digital Asset, the Solidus Purchased Asset and the Solidus Purchase Price. Such summary shall also include wire/ wallet instructions for settlement, or a request for additional information from the Counterparty regarding their wire/wallet instructions, in each case in accordance with the Settlement Terms set forth in Appendix II. The Parties acknowledge and agree that the failure of Solidus to send such summary shall not affect the validity of a Completed Trade. (g) If Solidus determines that a Trade Quote contained an obvious error with respect to the price or amount of the Digital Asset(s) set forth therein, then Solidus shall have the right to cancel the Completed Trade based upon such Trade Quote by delivering notice to Counterparty within two (2) hours after Counterparty’s acceptance of such Trade Quote in accordance with Section 2.1(d). (h) Each Party (i) consents to the recording of any communication (including telephone conversations) between the trading, investment, sales, and other relevant personnel of the Parties via telephone, email, written mail or personal conversation in connection with this Agreement or any potential Trade Request or Completed Trade, (ii) agrees to obtain any necessary consent of, and give any necessary notice of such recording to, its relevant personnel, and (iii) agrees, to the extent permitted by applicable law, that recordings may be submitted in evidence in any proceeding.
Appears in 2 contracts
Sources: Master Purchase Agreement, Master Purchase Agreement
Trade Requests. During the term of this Agreement and at such times as mutually agreed by the Parties, the Parties may affect effect transactions in Digital Assets in accordance with Currency according to the following procedures:
(ai) Counterparty may submit to Solidusthe Company, via an approved communications channel, as set forth in Section 2.3electronic and/or telephonic communication, a request to purchase or sell a specified Digital Asset Currency (a “Trade Request” or “RFQ”) on either a spot or forward basis. Solidus may also provide, in the future, an electronic or otherwise automated trading or quotation platform, the terms of use of which may incorporate and modify the terms of this Section 2.;
(bii) Upon receipt of a Trade Request, Solidus may, but is not required to, the Company may provide to Counterparty, via electronic and/or telephonic communication, a price (which may be denominated in a fiat currency or another Digital AssetCurrency) at which it is willing to sell or purchase (as the case may be) a specified quantity of such Digital Asset Currency (a “Trade Quotation” or “Quote”). For the avoidance of doubt, Solidus may decline to provide a Trade Quote for any reason in its sole discretion.;
(ciii) Counterparty must accept a Trade Quote by electronic and/or telephonic communication within ten (10) seconds of the time the electronic communication is sent or the time of the telephonic communication (the “Acceptance Window”); provided, however, that Solidus the Company may withdraw a Trade Quote by electronic or telephonic communication at any time prior to acceptance.;
(div) If Counterparty accepts the Trade Quote within the Acceptance Window, a binding transaction will be deemed to have been executed at the time of acceptance (the “Time of Acceptance”), on the terms set forth in the Trade Quote and this Agreement (a “Completed Trade”).;
(ev) If the Trade Quote is not accepted within the Acceptance Window, the Trade Quote shall be deemed to be rejected and expire expired and no transaction Transaction may be affected effected in accordance with such Trade Quote. In the event that a Trade Quote is rejected or is not accepted within the Acceptance Window, Solidus may provide, and Counterparty may request that Solidus provide a new Trade Quote.;
(fvi) Following the valid acceptance execution of a Trade QuoteCompleted Trade, Solidus the Company shall send to Counterparty a summary of the terms of the Completed Trade (a “Confirmation”) including the following information: (i) the type of Digital Asset Currency to be purchased or sold; (ii) whether Solidus the Company is selling or purchasing the relevant Digital AssetCurrency; (iii) the Counterparty Delivery Time, if the Completed Trade is a forward trade; (iv) where Solidus the Company is selling the relevant Digital AssetCurrency, the Counterparty Purchased Asset Digital Currency and the Counterparty Purchase Price; and (v) where Solidus the Company is purchasing the relevant Digital AssetCurrency, the Solidus Company Purchased Asset Digital Currency and the Solidus Company Purchase Price. Such summary shall also include wire/ wallet instructions for settlement, or a request for additional information from the Counterparty regarding their wire/wallet instructions, in each case in accordance with the Settlement Terms set forth in Appendix II. The Parties acknowledge and agree that the failure of Solidus the Company to send such summary shall not affect the validity of a Completed Trade.; and
(gvii) If Solidus the Company determines that a Trade Quote contained an obvious error with respect to the price or amount of the Digital Asset(s) Currency set forth therein, then Solidus the Company shall have the right to cancel the Completed Trade based upon such Trade Quote by delivering notice to Counterparty within two ten (210) hours minutes after Counterparty’s acceptance of such Trade Quote in accordance with Section 2.1(d)this Section.
(h) Each Party (i) consents to the recording of any communication (including telephone conversations) between the trading, investment, sales, and other relevant personnel of the Parties via telephone, email, written mail or personal conversation in connection with this Agreement or any potential Trade Request or Completed Trade, (ii) agrees to obtain any necessary consent of, and give any necessary notice of such recording to, its relevant personnel, and (iii) agrees, to the extent permitted by applicable law, that recordings may be submitted in evidence in any proceeding.
Appears in 1 contract
Sources: Master Purchase Agreement