Manipulation specifically includes, without limitation: front-running, wash trading, spoofing, layering, churning, and quote stuffing, but does not include customary market-making activities conducted by or on behalf of Company that do not violate Applicable Law. “Market Maker” shall mean the entity designate by the Company to perform market making activities for the Listed Asset on behalf of the Company. “Material Change” shall mean, with respect to a Party, any action, omission, or event which would have an material adverse effect in connection with the ability of a Party to perform its obligations under this Agreement, and any technical change, including without limitation, the characteristics, operation or function of the Listed Asset, Exchange, or Company’s or HBL’s ability to comply with the terms of this Agreement, which would have a material adverse effect on the Listed Asset. “Material Non-Public Information” means information for which there is a substantial likelihood that a reasonable purchaser would consider it material to a purchasing decision related to the Listed Asset that has not yet been made available to the general public. “Person” means any individual, corporation, partnership, trust, association, organization, governmental authority, or other entity. “Personal Data” shall mean all data relating to one or more individual(s) who can be identified from such data or from such data together with other information which is in the possession of, or is likely to come into the possession of, a Party to the extent such data is protected by applicable privacy or data protection laws. “Prohibited Person” means any individual that is a citizen of, or any entity that is formed in or has its principal place of business in, a country is subject to any embargo, prohibition or similar sanction under Applicable Laws or any individual who is identified on the Specially Identified Nationals or Blocked Persons list provided by the U.S. Treasury Department. “Proprietary Rights” means and shall include all rights of the following types, which may exist or be created under the Applicable Laws of any jurisdiction in the world: (a) rights associated with works of authorship, including exclusive exploitation rights, copyrights, moral rights, and mask works, (b) trademark and trade name rights and similar rights, including domain name rights, (c) trade secret rights, (d) patents and industrial property rights, (e) other intellectual property rights (whether or not appropriate steps have been taken to protect such rights under Applicable Law), and (f) all registrations, renewals, extensions, continuations, divisions, or reissues of, and applications for and rights to apply for, any of the rights referred to in clauses (a) through (e) above. “Regulation S” means the exemption under Regulation S of the U.S Securities Act of 1933, as amended. “Securities Act” means the Securities Act of 1933, as amended. “SEC” means the U.S. Securities and Exchange Commission. “Technology” means (a) any or all inventions (whether patentable or not), invention disclosures, improvements, proprietary information, know how, technology, technical data and customer lists, rights of privacy and publicity, and all documentation relating to any of the foregoing, (b) all computer software and other technology, including all source code, object code, firmware, development tools, files, records and data, all media on which any of the foregoing is recorded and all documentation related to any of the foregoing, (c) all software and other technology that is used, in combination with other open source or generally commercially available third party technology, to enable, administer, or control the creation, destruction, or transfer of the applicable asset, and (d) composition, work of authorship, computer program, product, prototype, sample, model, idea, invention, design, discovery, development, improvement, method, technique, process, algorithm, formula, treatment, composition of matter, device, know-how, trade secret, or other technology and the like, whether or not patentable or copyrightable, and whether or not reduced to practice. 2
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