Compliance with FINRA. Escrow Agent acknowledges that its rights to the Investor Funds is subject to, and Escrow Agent shall have no rights to Escrow Funds in violation of, the rules and regulations of FINRA, including FINRA Notice to Members 87-61 which provides that (i) the Escrow Agent may not be paid a fee out of the Escrow Funds if it is necessary for the Escrow Agent to return the funds to the Investors due to the fact that a minimum amount has not been achieved; and (ii) that the Escrow Agent may not attach or otherwise place a lien on the Escrow Funds until and unless a minimum amount, if applicable, is achieved.
Compliance with FINRA. Escrow Agent acknowledges that its rights to the Escrow Funds pursuant to subsection (b) and (c) above is subject to, and Escrow Agent shall no rights to Escrow Funds in violation of, the rules and regulations of FINRA, including FINRA Notice to Members 87-61 which provides that (i) the Escrow Agent may not be paid a fee out of the Escrow Funds if it is necessary for the Escrow Agent to return the funds to the Investors due to the fact that the Minimum Offering has not been achieved; and (ii) that the Escrow Agent may not attach or otherwise place a lien on the Escrow Funds until and unless the Minimum Offering is achieved.
Compliance with FINRA. Regulation D. The Placement Agent is a member in good standing of FINRA and is registered as a broker-dealer under the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (the “Exchange Act”), and under the securities acts of each state into which it is making offers or sales of the Units. The Placement Agent is in compliance with all applicable rules and regulations of the Commission and FINRA, except to the extent that such noncompliance would not have a material adverse effect on the transactions contemplated hereby. None of the Placement Agent or its affiliates, or any person acting on behalf of the foregoing (other than the Company or its affiliates or any person acting on its or their behalf, in respect of which no representation is made) has taken nor will take any action that conflicts with the conditions and requirements of, or that would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Rule 506(b) of Regulation D or Section 4(a)(2) of the Securities Act, or knows of any reason why any such exemption would be otherwise unavailable to it.
Compliance with FINRA. The Company shall advise the Underwriters (who shall make an appropriate filing with FINRA) if it is aware that any officer, director, 5% or greater shareholder of the Company or Person that received the Company’s unregistered equity securities in the past 180 days is or becomes an affiliate or associated person of a FINRA member firm prior to the earlier of the termination of this Agreement or the conclusion of the distribution of the Offering.
Compliance with FINRA. The Placement Agent is a member in good standing of FINRA and is registered as a broker-dealer under the Exchange Act, and under the securities acts of each state into which it is making offers or sales of the Securities. The Placement Agent is in compliance with all applicable rules and regulations of the Commission and FINRA, except to the extent that such noncompliance would not have a material adverse effect on the transactions contemplated hereby. None of the Placement Agent or its affiliates, or any person acting on behalf of the foregoing (other than the Company or its affiliates or any person acting on its or their behalf, in respect of which no representation is made) has taken nor will take any action that conflicts with the conditions and requirements of, or that would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Section 4(a)(2) of the Securities Act or knows of any reason why any such exemption would be otherwise unavailable to it.
