Acting as Dealer Sample Clauses

Acting as Dealer. Except where otherwise inconsistent with its rights and duties as Dealer Manager under this Agreement, the Dealer Manager may act as a Dealer with respect to (a) institutional accounts as defined by FINRA Rule 4512(c), and (b) investors who are referred to the Dealer Manager by registered investment advisers (each an “RIA”) and accepted by the Dealer Manager on a non-solicited basis pursuant to the terms of a Registered Investment Adviser Referral Agreement substantially in the form attached hereto as Schedule 3 (“Referral Agreement”). With respect to such activities, except where otherwise inconsistent with its rights and duties as Dealer Manager under this Agreement and except as set forth below regarding suitability determinations in connection with sales described in (b) above, all provisions of this Agreement and form of Selected Dealer Agreement attached hereto (as each may be amended from time to time) that are applicable to Dealers shall apply to the Dealer Manager. Notwithstanding anything herein to the contrary, the Company acknowledges and agrees that the Dealer Manager will rely on each RIA executing a Referral Agreement to perform the obligations and requirements relating to the suitability of investors as set forth in the form of Selected Dealer Agreement, which would otherwise be applicable to the Dealer Manager in connection with sales described in (b) above. The Company agrees that the Dealer Manager is not obligated to determine the suitability of investors referred to the Dealer Manager pursuant to a Referral Agreement. The Company and the Dealer Manager shall remain subject to all other terms and conditions of this Agreement and, as applicable, the form of Selected Dealer Agreement, with respect to the Dealer Manager’s efforts to sell Shares to institutional accounts and to the investors referred by RIAs as described in this section.
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Acting as Dealer. Except where otherwise inconsistent with its rights and duties as Dealer Manager under the Dealer Manager Agreement, the Dealer Manager may act as a Dealer with respect to sales to investors referred to the Dealer Manager by RIAs pursuant to a Referral Agreement which are accepted by the Dealer Manager on a non-solicited basis. With respect to such activities, except where otherwise inconsistent with its rights and duties as Dealer Manager under the Dealer Manager Agreement and except as set forth in Section 2 below, all provisions of the Dealer Manager Agreement and form of Selected Dealer Agreement attached thereto (as each may be amended from time to time) that are applicable to Dealers shall apply to the Dealer Manager.
Sample 1
Acting as Dealer. Except where otherwise inconsistent with its rights and duties as Dealer Manager under the Dealer Manager Agreement, the Dealer Manager may act as a Dealer with respect to institutional accounts as defined by FINRA Rule 4512(c), and with respect to such activities, except where otherwise inconsistent with its rights and duties as Dealer Manager under the Dealer Manager Agreement, all provisions of the Dealer Manager Agreement and form of Selected Dealer Agreement attached thereto (as each may be amended from time to time) that are applicable to Dealers shall apply to the Dealer Manager.
Sample 1

Related to Acting as Dealer

  • NO REGISTRATION AS A DEALER The Investor is not and will not be required to be registered as a "dealer" under the 1934 Act, either as a result of its execution and performance of its obligations under this Agreement or otherwise.

  • Dealer The seller of automobiles or light trucks that originated one or more of the Receivables and assigned the respective Receivable, directly or indirectly, to Ally Bank under an existing agreement between such seller and Ally Bank. Dealer Agreement: An existing agreement between Ally Bank or one of its Affiliates and a Dealer with respect to a Receivable. Default: Any occurrence that is, or with notice or the lapse of time or both would become, an Event of Default.

  • Other Forwards / Dealers Dealer acknowledges that Counterparty has entered or may enter in the future into one or more substantially similar forward transactions for the Shares (each, an “Other Forward” and collectively, the “Other Forwards”) with one or more other dealers. Dealer and Counterparty agree that if Counterparty designates a “Settlement Date” with respect to one or more Other Forwards for which “Cash Settlement” or “Net Share Settlement” is applicable, and the resulting “Unwind Period” for such Other Forwards coincides for any period of time with an Unwind Period for this Transaction (the “Overlap Unwind Period”), Counterparty shall notify Dealer at least one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and length of such Overlap Unwind Period, and Dealer shall be permitted to purchase Shares to unwind its commercially reasonable hedge in a commercially reasonable manner in respect of this Transaction only on alternating Scheduled Trading Days during such Overlap Unwind Period, commencing on the first, second, third or later Scheduled Trading Day of such Overlap Unwind Period, as notified to Dealer by Counterparty at least one Business Day prior to such Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, may be every other Scheduled Trading Day if there is only one other dealer, every third Scheduled Trading Day if there are two other dealers, etc.).

  • BROKER-DEALER REGISTRATION; FINRA MEMBERSHIP The Dealer Manager is, and during the term of this Agreement will be, (i) duly registered as a broker-dealer pursuant to the provisions of the Exchange Act, (ii) a member in good standing of FINRA, and (iii) a broker or dealer duly registered as such in those states where the Dealer Manager is required to be registered in order to carry out the Offering as contemplated by this Agreement. Each of the Dealer Manager’s employees and representatives has all required licenses and registrations to act under this Agreement. There is no provision in the Dealer Manager’s FINRA membership agreement that would restrict the ability of the Dealer Manager to carry out the Offering as contemplated by this Agreement.

  • Financial Market Service Bloomberg Financial Service and any other financial information provider designated by the Depositor by written notice to the Trustee.

  • NASD AFFILIATION Are you affiliated or associated with an NASD member firm (please check one): Yes _________ No __________ If Yes, please describe: _________________________________________________________ _________________________________________________________ _________________________________________________________ *If Subscriber is a Registered Representative with an NASD member firm, have the following acknowledgment signed by the appropriate party: The undersigned NASD member firm acknowledges receipt of the notice required by Article 3, Sections 28(a) and (b) of the Rules of Fair Practice. _________________________________ Name of NASD Member Firm By: ______________________________ Authorized Officer Date: ____________________________

  • Insiders’ NASD Affiliation Based on questionnaires distributed to such persons, except as set forth on Schedule 2.18.4, no officer, director or any beneficial owner of the Company's unregistered securities has any direct or indirect affiliation or association with any NASD member. The Company will advise the Representative and its counsel if it learns that any officer, director or owner of at least 5% of the Company's outstanding Common Stock is or becomes an affiliate or associated person of an NASD member participating in the offering.

  • Trading of the Public Securities on the Nasdaq Capital Market As of the Effective Date and the Closing Date, the Public Securities will have been authorized for listing on the Nasdaq Capital Market and no proceedings have been instituted or threatened which would effect, and no event or circumstance has occurred as of the Effective Date which is reasonably likely to effect, the listing of the Public Securities on the Nasdaq Capital Market.

  • Secondary Market Trading and Standard & Poor’s If the Company does not maintain the listing of the Public Securities on Nasdaq or another national securities exchange, the Company will (i) apply to be included in Standard & Poor’s Daily News and Corporation Records Corporate Descriptions for a period of five years from the consummation of a Business Combination, (ii) take such commercially reasonable steps as may be necessary to obtain a secondary market trading exemption for the Company’s securities in the State of California and (iii) take such other action as may be reasonably requested by the Representative to obtain a secondary market trading exemption in such other states as may be requested by the Representative; provided that no qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction.

  • Listing on the Nasdaq Capital Market The Company will use commercially reasonable efforts to maintain the listing of the Public Securities on the Nasdaq Capital Market or another national securities exchange until the earlier of five (5) years from the Effective Date or until the Public Securities are no longer registered under the Exchange Act.

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