Broker-Dealer Status. (a) Is the Selling Stockholder a broker-dealer? (b) If “yes” to Question 6(a), did the Selling Stockholder receive the Registrable Securities as compensation for investment banking services to the Company? Note: If the answer to Question 6(b) is no, Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Is the Selling Stockholder an affiliate of a broker-dealer? (d) If the Selling Stockholder is an affiliate of a broker-dealer, does the Selling Stockholder certify that it purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, the Selling Stockholder had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Note: If the answer to Question 6(d) no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.
Appears in 4 contracts
Samples: Registration Rights Agreement (FTE Networks, Inc.), Unit Purchase Agreement (FTE Networks, Inc.), Subscription Agreement (Relmada Therapeutics, Inc.)
Broker-Dealer Status. (a) Is the Selling Stockholder selling securityholder a broker-dealer?? ___ Yes ___ No
(b) If “the answer to Section 7(a) is "yes” to Question 6(a), ," did the Selling Stockholder selling securityholder receive the Registrable Securities as compensation for investment banking services to the Company? Note: If the answer to Question 6(b7(b) is "no, Commission’s staff ," SEC guidance has indicated that you the selling securityholder should be identified as an underwriter in the Registration Statement.. ___ Yes ___ No
(c) Is the Selling Stockholder selling securityholder an affiliate of a broker-dealer?? ___ Yes ___ No
(d) If the Selling Stockholder selling securityholder is an affiliate of a broker-dealer, does the Selling Stockholder selling securityholder certify that it purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, the Selling Stockholder selling securityholder had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Note: If the answer to Question 6(d7(d) is "no, the Commission’s staff ," SEC guidance has indicated that you the selling securityholder should be identified as an underwriter in the Registration Statement.. ___ Yes ___ No
Appears in 4 contracts
Samples: Private Placement Subscription Agreement (ALKALINE WATER Co INC), Private Placement Subscription Agreement (ALKALINE WATER Co INC), Private Placement Subscription Agreement (ALKALINE WATER Co INC)
Broker-Dealer Status. (a) Is the Selling Stockholder any Eligible Holder a broker-dealer?? Yes ¨ No ¨
(b) If the answer is “yes” to Question 6(a)Section 5(a) above, did the Selling Stockholder such Eligible Holder receive the Registrable Securities as compensation for investment banking services to the Company? Yes ¨ No ¨ Note: If the answer is “no” to Question 6(b) is nothis Section 5(b), Commissionthe SEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement.
(c) Is the Selling Stockholder any Eligible Holder an affiliate of a broker-dealer?? Yes ¨ No ¨
(d) If any of the Selling Stockholder Eligible Holders is an affiliate of a broker-dealer, does the Selling Stockholder do you certify that it such Eligible Holder purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, the Selling Stockholder had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Yes ¨ No ¨ Note: If the answer is “no” to Question 6(d) nothis Section 5(d), the CommissionSEC’s staff has indicated that you the Eligible Holder should be identified as an underwriter in the Registration Statement.. Please provide any further information here:
Appears in 3 contracts
Samples: Registration Rights Agreement (Ocwen Financial Corp), Merger Agreement (Knight Capital Group, Inc.), Registration Rights Agreement (Knight Capital Group, Inc.)
Broker-Dealer Status. (a) Is the Selling Stockholder a broker-dealer?? Yes [ ] No [ ]
(b) If “yes” to Question 6(a), did the Selling Stockholder receive the Registrable Securities as compensation for investment banking services to the Company? Yes [ ] No [ ] Note: If the answer to Question 6(b) is no, Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.
(c) Is the Selling Stockholder an affiliate of a broker-dealer?? Yes [ ] No [ ]
(d) If the Selling Stockholder is an affiliate of a broker-dealer, does the Selling Stockholder certify that it purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, the Selling Stockholder had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Note: If the answer to Question 6(d) no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.Yes [ ] No [ ]
Appears in 3 contracts
Samples: Stock Purchase Agreement (McMahon Brian P), Registration Rights Agreement (FTE Networks, Inc.), Stock Purchase Agreement (FTE Networks, Inc.)
Broker-Dealer Status. (a) Is the Selling Stockholder a broker-dealer?? Yes ¨ No ¨
(b) If “yes” to Question 6(a), did the Selling Stockholder receive the Registrable Securities as compensation for investment banking services to the Company? Yes ¨ No ¨ Note: If the answer to Question 6(b) is no, Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.
(c) Is the Selling Stockholder an affiliate of a broker-dealer?? Yes ¨ No ¨
(d) If the Selling Stockholder is an affiliate of a broker-dealer, does the Selling Stockholder certify that it purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, the Selling Stockholder had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Yes ¨ No ¨ Note: If the answer to Question 6(d) no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.
Appears in 3 contracts
Samples: Subscription Agreement (Summit Wireless Technologies, Inc.), Subscription Agreement (Protea Biosciences Group, Inc.), Subscription Agreement (Protea Biosciences Group, Inc.)
Broker-Dealer Status. (a) Is the Selling Stockholder a broker-dealer?
(b) If “yes” to Question 6(a), did the Selling Stockholder receive the Registrable Securities as compensation for investment banking services to the Company? Note: If the answer to Question 6(b) is no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.
(c) Is the Selling Stockholder an affiliate of a broker-dealer?
(d) If the Selling Stockholder is an affiliate of a broker-dealer, does the Selling Stockholder certify that it purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, the Selling Stockholder had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Note: If the answer to Question 6(d) is no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Guerrilla RF, Inc.), Registration Rights Agreement (Guerrilla RF, Inc.)
Broker-Dealer Status. (a) Is the Selling Stockholder selling securityholder a broker-broker- _X__ Yes ___ No dealer?
(b) If “the answer to Section 6(a) is "yes” to Question 6(a), ," did ___ Yes _X__ No the Selling Stockholder selling securityholder receive the Registrable Securities as compensation for investment banking services to the Company? Note: If the answer to Question 6(b) is no, Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.?
(c) Is the Selling Stockholder selling securityholder an affiliate of ___ Yes __X_ No a broker-dealer?
(d) If the Selling Stockholder selling securityholder is an affiliate ___ Yes ___ No of a broker-dealer, does the Selling Stockholder selling securityholder certify that it purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, the Selling Stockholder selling securityholder had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Note: If the answer to Question 6(d) is "no, the Commission’s staff ," SEC guidance has indicated that you the selling securityholder should be identified as an underwriter in the Registration Statement.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Us Geothermal Inc)
Broker-Dealer Status. (a) Is the Selling Stockholder a broker-dealer?
(b) If “yes” to Question 6(a), did the Selling Stockholder receive the Registrable Securities as compensation for investment banking services to the Company? Note: If the answer to Question 6(b) is no, Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.
(c) Is the Selling Stockholder an affiliate of a broker-dealer?
(d) If the Selling Stockholder is an affiliate of a broker-dealer, does the Selling Stockholder certify that it purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, the Selling Stockholder had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Note: If the answer to Question 6(d) is no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Guerrilla RF, Inc.), Subscription Agreement (Hoth Therapeutics, Inc.)
Broker-Dealer Status. (a) Is the Selling Stockholder selling shareholder a broker-dealer?? ___ Yes ___ No
(b) If the answer to Section 6(a) is “yes,” to Question 6(a), did the Selling Stockholder selling shareholder receive the Registrable Securities as compensation for investment banking services to the Company? Note: If the answer to Question 6(b) is “no, Commission’s staff ,” SEC guidance has indicated that you the selling shareholder should be identified as an underwriter in the Registration Statement.. ___ Yes ___ No
(c) Is the Selling Stockholder selling shareholder an affiliate of a broker-dealer?? ___ Yes ___ No
(d) If the Selling Stockholder selling shareholder is an affiliate of a broker-dealer, does the Selling Stockholder selling shareholder certify that it purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, the Selling Stockholder selling shareholder had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Note: If the answer to Question 6(d) is “no, the Commission’s staff ,” SEC guidance has indicated that you the selling shareholder should be identified as an underwriter in the Registration Statement.. ___ Yes ___ No
Appears in 2 contracts
Samples: Merger Agreement (Stock Yards Bancorp, Inc.), Registration Rights Agreement (Stock Yards Bancorp, Inc.)
Broker-Dealer Status. (a) Is the Selling Stockholder selling shareholder a broker-dealer?? ¨ Yes ¨ No
(b) If the answer to Section 6(a) is “yes,” to Question 6(a), did the Selling Stockholder selling shareholder receive the Registrable Securities as compensation for investment banking services to the Company? Note: If the answer to Question 6(b) is “no, Commission’s staff ,” SEC guidance has indicated that you the selling shareholder should be identified as an underwriter in the Resale Registration Statement.. ¨ Yes ¨ No
(c) Is the Selling Stockholder selling shareholder an affiliate of a broker-dealer?? ¨ Yes ¨ No
(d) If the Selling Stockholder selling shareholder is an affiliate of a broker-dealer, does the Selling Stockholder selling shareholder certify that it purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, the Selling Stockholder selling shareholder had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Note: If the answer to Question 6(d) is “no, the Commission’s staff ,” SEC guidance has indicated that you the selling shareholder should be identified as an underwriter in the Resale Registration Statement.. ¨ Yes ¨ No
Appears in 2 contracts
Samples: Subscription Agreement, Subscription Agreement (Niocorp Developments LTD)
Broker-Dealer Status. (a) Is the Selling Stockholder selling securityholder a broker-dealer?? Yes No
(b) If the answer to Section 7(a) is “yes,” to Question 6(a), did the Selling Stockholder Yes selling securityholder receive the Registrable Securities as compensation for investment banking services to the Company? Note: If the answer to Question 6(b7(b) is “no, Commission’s staff ,” SEC guidance has indicated that you the selling securityholder should be identified as an underwriter in the Registration Statement.
(c) Is the Selling Stockholder selling securityholder an affiliate of a Yes No broker-dealer?
(d) If the Selling Stockholder selling securityholder is an affiliate of a Yes No broker-dealer, does the Selling Stockholder selling securityholder certify that it purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, the Selling Stockholder selling securityholder had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Note: If the answer to Question 6(d7(d) is “no, the Commission’s staff ,” SEC guidance has indicated that you the selling securityholder should be identified as an underwriter in the Registration Statement.
Appears in 1 contract
Broker-Dealer Status. (a) Is the Selling Stockholder a broker-dealer?? Yes ☐ No ☐
(b) If “yes” to Question 6(a), did the Selling Stockholder receive the Registrable Securities as compensation for investment banking services to the Company? Yes ☐ No ☐ Note: If the answer to Question 6(b) is no, Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.
(c) Is the Selling Stockholder an affiliate of a broker-dealer?? Yes ☐ No ☐
(d) If the Selling Stockholder is an affiliate of a broker-dealer, does the Selling Stockholder certify that it purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, the Selling Stockholder had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Note: If the answer to Question 6(d) no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.Yes ☐ No ☐
Appears in 1 contract
Broker-Dealer Status. (a) Is the Selling Stockholder selling securityholder a broker-dealer?
(b? ¨ Yes ¨ No If the answer to Section 7(a) If is “yes,” to Question 6(a), did the Selling Stockholder selling securityholder receive the Registrable Securities as compensation for investment banking services to the Company? Note: If the answer to Question 6(b7(b) is “no, Commission’s staff ,” SEC guidance has indicated that you the selling securityholder should be identified as an underwriter in the Registration Statement.. ¨ Yes ¨ No
(cb) Is the Selling Stockholder selling securityholder an affiliate of a broker-dealer?
(d) ? ¨ Yes ¨ No If the Selling Stockholder selling securityholder is an affiliate of a broker-dealer, does the Selling Stockholder selling securityholder certify that it purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, the Selling Stockholder selling securityholder had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Note: If the answer to Question 6(d7(d) is “no, the Commission’s staff ,” SEC guidance has indicated that you the selling securityholder should be identified as an underwriter in the Registration Statement.. ¨ Yes ¨ No
Appears in 1 contract
Broker-Dealer Status. (a) Is the Selling Stockholder selling securityholder a broker-dealer?? Yes No
(b) If the answer to Section 7(a) is “yes,” to Question 6(a), did the Selling Stockholder Yes No selling securityholder receive the Registrable Securities as compensation for investment banking services to the Company? Note: If the answer to Question 6(b7(b) is “no, Commission’s staff ,” SEC guidance has indicated that you the selling securityholder should be identified as an underwriter in the Registration Statement.
(c) Is the Selling Stockholder selling securityholder an affiliate of a Yes No broker-dealer?
(d) If the Selling Stockholder selling securityholder is an affiliate of a Yes No broker-dealer, does the Selling Stockholder selling securityholder certify that it purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, the Selling Stockholder selling securityholder had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Note: If the answer to Question 6(d7(d) is “no, the Commission’s staff ,” SEC guidance has indicated that you the selling securityholder should be identified as an underwriter in the Registration Statement.
Appears in 1 contract
Broker-Dealer Status. (a) Is the Selling Stockholder selling securityholder a broker-dealer?? ___ Yes ___ No
(b) If the answer to Section 7(a) is “yes,” to Question 6(a), did the Selling Stockholder selling securityholder receive the Registrable Securities as compensation for investment banking services to the Company? Note: If the answer to Question 6(b7(b) is “no, Commission’s staff ,” SEC guidance has indicated that you the selling securityholder should be identified as an underwriter in the Registration Statement.. ___ Yes ___ No
(c) Is the Selling Stockholder selling securityholder an affiliate of a broker-dealer?? ___ Yes ___ No
(d) If the Selling Stockholder selling securityholder is an affiliate of a broker-dealer, does the Selling Stockholder selling securityholder certify that it purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, the Selling Stockholder selling securityholder had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Note: If the answer to Question 6(d7(d) is “no, the Commission’s staff ,” SEC guidance has indicated that you the selling securityholder should be identified as an underwriter in the Registration Statement.. ___ Yes ___ No
Appears in 1 contract
Samples: Private Placement Subscription Agreement (ALKALINE WATER Co INC)
Broker-Dealer Status. (a) Is the Selling Stockholder selling securityholder a broker-dealer?? ___ Yes ___ No
(b) If the answer to Section 6(a) is “yes,” to Question 6(a), did the Selling Stockholder selling securityholder receive the Registrable Securities as compensation for investment banking services to the Company? Note: If the answer to Question 6(b) is “no, Commission’s staff ,” SEC guidance has indicated that you the selling securityholder should be identified as an underwriter in the Resale Registration Statement.. ___ Yes ___ No
(c) Is the Selling Stockholder selling securityholder an affiliate of a broker-dealer?? ___ Yes ___ No
(d) If the Selling Stockholder selling securityholder is an affiliate of a broker-dealer, does the Selling Stockholder selling securityholder certify that it purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, the Selling Stockholder selling securityholder had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Note: If the answer to Question 6(d) is “no, the Commission’s staff ,” SEC guidance has indicated that you the selling securityholder should be identified as an underwriter in the Resale Registration Statement.. ___ Yes ___ No
Appears in 1 contract
Broker-Dealer Status. (a) Is the Selling Stockholder selling stockholder a broker-dealer?? ___Yes ___No
(b) If the answer to Question 5(a) is “yes,” to Question 6(a), did the Selling Stockholder selling stockholder receive the Registrable Securities as compensation for investment banking services to the Company? Note: If the answer to Question 6(b5(b) is “no, Commission’s staff ,” guidance from the SEC has indicated that you the selling stockholder should be identified as an underwriter in the Resale Registration Statement.. ___Yes ___No
(c) Is the Selling Stockholder selling stockholder an affiliate of a broker-dealer?? Please consult Appendix A to this Questionnaire for information as to the meaning of “affiliate.” ___Yes ___No
(d) If the Selling Stockholder answer to Question 5(c) is an affiliate of a broker-dealer, “yes,” does the Selling Stockholder selling stockholder certify that it purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, the Selling Stockholder selling stockholder had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? ___Yes ___No Note: If the answer to Question 6(d5(d) is “no, the Commission’s staff ,” SEC guidance has indicated that you the selling stockholder should be identified as an underwriter in the Resale Registration Statement.
Appears in 1 contract
Samples: Registration Rights Agreement (DIEBOLD NIXDORF, Inc)
Broker-Dealer Status. (a) Is the Selling Stockholder a broker-dealer?? Yes ¨ No ¨
(b) If “yes” to Question 6(aItem 7(a), did the Selling Stockholder receive the its Registrable Securities as compensation for investment banking services to the Company? . Yes ¨ No ¨ Note: If “no” to Item 7(b), the answer to Question 6(bSecurities and Exchange Commission (the “SEC”) is no, Commission’s staff has indicated that you the Selling Stockholder should be identified as an underwriter in the Registration Statement.
(c) Is the Selling Stockholder an affiliate of a broker-dealer?? Yes ¨ No ¨ If “yes”, provide a narrative explanation below:
(d) If the Selling Stockholder is an affiliate of a broker-dealer, does the Selling Stockholder certify that it purchased bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, the Selling Stockholder had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Yes ¨ No ¨ Note: If the answer “no” to Question 6(d) noItem 7(d), the Commission’s staff SEC has indicated that you the Selling Stockholder should be identified as an underwriter in the Registration Statement.
Appears in 1 contract
Samples: Subscription Agreement (DiamondHead Holdings Corp.)
Broker-Dealer Status. (a) Is the Selling Stockholder selling securityholder a broker-dealer?? Yes No
(b) If the answer to Section 7(a) is “yes,” to Question 6(a), did the Selling Stockholder selling securityholder receive the Registrable Securities as compensation for investment banking services to the Company? Yes No Note: If the answer to Question 6(b7(b) is “no, Commission’s staff ,” SEC guidance has indicated that you the selling securityholder should be identified as an underwriter in the Registration Statement.
(c) Is the Selling Stockholder selling securityholder an affiliate of a broker-dealer?? Yes No
(d) If the Selling Stockholder selling securityholder is an affiliate of a broker-dealer, does the Selling Stockholder selling securityholder certify that it purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, the Selling Stockholder selling securityholder had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Yes No Note: If the answer to Question 6(d7(d) is “no, the Commission’s staff ,” SEC guidance has indicated that you the selling securityholder should be identified as an underwriter in the Registration Statement.
Appears in 1 contract
Samples: Registration Rights Agreement (Enovation Controls, Inc.)
Broker-Dealer Status. (a) Is the Selling Stockholder a broker-dealer?
(b) If “yes” to Question 6(a), did the Selling Stockholder receive the Registrable Securities as compensation for investment banking services to the Company? Note: :If the answer to Question 6(b) is no, Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.
(c) Is the Selling Stockholder an affiliate of a broker-dealer?
(d) If the Selling Stockholder is an affiliate of a broker-dealer, does the Selling Stockholder certify that it purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, the Selling Stockholder had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Note: :If the answer to Question 6(d) no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.
Appears in 1 contract
Broker-Dealer Status. (a) Is the Selling Stockholder selling security holder a broker-dealer?? ___ Yes ___ No
(b) If “the answer to Section 6(a) is "yes” to Question 6(a), ," did the Selling Stockholder selling security holder receive the Registrable Securities as compensation for investment banking services to the Company? ___ Yes ___ No Note: If the answer to Question 6(b) is "no, Commission’s staff ," SEC guidance has indicated that you the selling security holder should be identified as an underwriter in the Registration Statement.
(c) Is the Selling Stockholder selling security holder an affiliate of a broker-dealer?? ___ Yes ___ No
(d) If the Selling Stockholder selling security holder is an affiliate of a broker-dealer, does the Selling Stockholder selling security holder certify that it purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, the Selling Stockholder selling security holder had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Note: If the answer to Question 6(d) is "no, the Commission’s staff ," SEC guidance has indicated that you the selling security holder should be identified as an underwriter in the Registration Statement.. ___ Yes ___ No
Appears in 1 contract
Samples: Registration Rights Agreement (Bio Key International Inc)
Broker-Dealer Status. (a) Is the Selling Stockholder selling shareholder a broker-dealer?? ___ Yes ___ No
(b) If the answer to Section 6(a) is “yes,” to Question 6(a), did the Selling Stockholder selling shareholder receive the Registrable Securities as compensation for investment banking services to the Company? Note: If the answer to Question 6(b) is “no, Commission’s staff ,” guidance from the Securities and Exchange Commission (“SEC”) has indicated that you the selling shareholder should be identified as an underwriter in the Resale Registration Statement.. ___ Yes ___ No
(c) Is the Selling Stockholder selling shareholder an affiliate of a broker-dealer?? ___ Yes ___ No
(d) If the Selling Stockholder selling shareholder is an affiliate of a broker-dealer, does the Selling Stockholder selling shareholder certify that it purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, the Selling Stockholder selling shareholder had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Note: If the answer to Question 6(d) is “no, the Commission’s staff ,” SEC guidance has indicated that you the selling shareholder should be identified as an underwriter in the Resale Registration Statement.. ___ Yes ___ No
Appears in 1 contract
Broker-Dealer Status. (a) Is the Selling Stockholder selling securityholder a broker-dealer?? ____Yes ____No
(b) If the answer to Section 7(a) is “yes,” to Question 6(a), did the Selling Stockholder ____Yes ____No selling securityholder receive the Registrable Securities as compensation for investment banking services to the Company? Note: If the answer to Question 6(b7(b) is “no, Commission’s staff ,” SEC guidance has indicated that you the selling securityholder should be identified as an underwriter in the Registration Statement.
(c) Is the Selling Stockholder selling securityholder an affiliate of a ____Yes ____No broker-dealer?
(d) If the Selling Stockholder selling securityholder is an affiliate of a ____Yes ____No broker-dealer, does the Selling Stockholder selling securityholder certify that it purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, the Selling Stockholder selling securityholder had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Note: If the answer to Question 6(d7(d) is “no, the Commission’s staff ,” SEC guidance has indicated that you the selling securityholder should be identified as an underwriter in the Registration Statement.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (ALKALINE WATER Co INC)
Broker-Dealer Status. (a) Is the Selling Stockholder a broker-dealer?? Yes ☐ No ☐
(b) If “yes” to Question 6(a), did the Selling Stockholder receive the Registrable Securities as compensation for investment banking services to the Company? Yes ☐ No ☐ Note: If the answer to Question 6(b) is no, Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.
(c) Is the Selling Stockholder an affiliate of a broker-dealer?? Yes ☐ No ☐
(d) If the Selling Stockholder is an affiliate of a broker-dealer, does the Selling Stockholder certify that it purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, the Selling Stockholder had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Note: If the answer to Question 6(d) no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.Yes ☐ No ☐
Appears in 1 contract
Samples: Registration Rights Agreement (Hoth Therapeutics, Inc.)
Broker-Dealer Status. (a) Is the Selling Stockholder Unitholder a broker-dealer?? Yes ____ No ____
(b) If “yes” to Question 6(a)the Selling Unitholder is a broker-dealer, did the Selling Stockholder Unitholder receive the Registrable Securities or the Term Loan Claims pursuant to which such securities shall be distributed as compensation for investment banking services services, including underwriting activities, to the CompanyPartnership? Note: If the answer to Question 6(b) is no, Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.Yes ____ No ____
(c) Is the Selling Stockholder Unitholder an affiliate of a broker-dealer?? Yes ____ No ____
(d) If the Selling Stockholder Unitholder is an affiliate of a registered broker-dealer, does the such Selling Stockholder Unitholder certify that it purchased (i) will acquire the Registrable Securities in the ordinary course of business, business and (ii) at the time of the purchase acquisition of the such Registrable Securities to be resoldSecurities, the such Selling Stockholder Unitholder will have had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Note: If the answer to Question 6(d) no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.Yes ____ No ____
Appears in 1 contract
Samples: Transaction Support Agreement (Summit Midstream Partners, LP)
Broker-Dealer Status. (a) Is the Selling Stockholder selling security holder a broker-dealer?? ___ Yes ___ No
(b) If “the answer to Section 6(a) is "yes” to Question 6(a), ," did the Selling Stockholder selling security holder receive the Registrable Securities as compensation for investment banking services to the Company? Note: If the answer to Question 6(b) is "no, Commission’s staff ," SEC guidance has indicated that you the selling security holder should be identified as an underwriter in the Registration Statement.. ___ Yes ___ No
(c) Is the Selling Stockholder selling security holder an affiliate of a broker-dealer?? ___ Yes ___ No
(d) If the Selling Stockholder selling security holder is an affiliate of a broker-dealer, does the Selling Stockholder selling security holder certify that it purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, the Selling Stockholder selling security holder had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Note: If the answer to Question 6(d) no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.___ Yes ___ No
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Samples: Registration Rights Agreement (Bio Key International Inc)
Broker-Dealer Status. (a) Is the Selling Stockholder selling securityholder a broker-broker- dealer?? Note: In general, the Company will be required to identify any registered broker- dealer or an affiliate as an underwriter in the prospectus Yes No
(b) If “the answer to Section 7(a) is "yes” to Question 6(a), ," did Yes No the Selling Stockholder selling securityholder receive the Registrable Securities as compensation for investment banking services to the Company? Note: If the answer to Question 6(b) is no, Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.?
(c) Is the Selling Stockholder selling securityholder an affiliate of Yes No a broker-dealer?? If "Yes", please identify the registered broker-dealer(s), describe the nature of the affiliation(s) and answer subsection (d).
(d) If the Selling Stockholder selling securityholder is an affiliate Yes No of a broker-dealer, does the Selling Stockholder selling securityholder certify that it purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, the Selling Stockholder selling securityholder had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Note: If the answer to Question 6(d) no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.?
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