Common use of Compliance with NASD Rules Clause in Contracts

Compliance with NASD Rules. The Company hereby agrees that it will ensure that the Reserved Securities will be restricted if required by the National Association of Securities Dealers, Inc. (the "NASD") or the NASD rules from sale, transfer, assignment, pledge or hypothecation for a period of three or five months, as the case may be, following the date of this Agreement. The Underwriters will notify the Company as to which persons will need to be so restricted. At the request of the Underwriters, the Company will direct the transfer agent to place a stop transfer restriction upon such securities for such period of time. Should the Company release, or seek to release, from such restrictions any of the Reserved Securities, the Company agrees to reimburse the Underwriters for any reasonable expenses (including, without limitation, legal expenses) they incur in connection with such release.

Appears in 2 contracts

Samples: International Purchase Agreement (Knoll Inc), u.s. Purchase Agreement (Knoll Inc)

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Compliance with NASD Rules. The Company hereby agrees that it will ensure that the Reserved Securities and Direct Shares will be restricted if as required by the National Association of Securities Dealers, Inc. (the "NASD") or the NASD rules from sale, transfer, assignment, pledge or hypothecation for a period of three or five months, as the case may be, following the date of this Agreement. The Underwriters will notify the Company as to which persons will need to be so restricted. At the request of the Underwriters, the Company will direct the transfer agent to place a stop transfer restriction upon such securities for such period of time. Should the Company release, or seek to release, from such restrictions any of the Reserved SecuritiesSecurities or Direct Shares, the Company agrees to reimburse the Underwriters for any reasonable expenses (including, without limitation, legal expenses) they incur in connection with such release.

Appears in 2 contracts

Samples: u.s. Purchase Agreement (Rayovac Corp), International Purchase Agreement (Rayovac Corp)

Compliance with NASD Rules. The Company hereby agrees that it -------------------------- will ensure that the Reserved Securities will be restricted if and to the extent required by the National Association of Securities Dealers, Inc. (the "NASD") or the NASD rules from sale, transfer, assignment, pledge or hypothecation for a period of three or five months, as the case may be, months following the date of this Agreement. The U.S. Underwriters will notify the Company as to which persons will need to be so restricted. At the request of the U.S. Underwriters, the Company will direct the transfer agent to place a stop transfer restriction upon such securities for such period of time. Should the Company release, or seek to release, from such restrictions any of the Reserved Securities, the Company agrees to reimburse the U.S. Underwriters for any reasonable expenses (including, without limitation, legal expenses) they incur in connection with such release.

Appears in 1 contract

Samples: u.s. Purchase Agreement (Nu Skin Asia Pacific Inc)

Compliance with NASD Rules. The Company hereby agrees that it will ensure that the Reserved Securities will be restricted if as required by the National Association of Securities Dealers, Inc. (the "NASD") or the NASD rules from sale, transfer, assignment, pledge or hypothecation for a period of three or five months, as the case may be, months following the date of this Agreement. The Underwriters will notify the Company as to which persons will need to be so restrictedrestricted and the Company’s obligations under this Section 3(k) will extend only to such persons. At the request of the Underwriters, the Company will direct the transfer agent to place a stop transfer restriction upon such securities for such period of time. Should the Company release, or seek to release, from such restrictions any of the Reserved Securities, the Company agrees to reimburse the Underwriters for any reasonable expenses (including, without limitation, legal expenses) they incur in connection with such release.

Appears in 1 contract

Samples: Purchase Agreement (Koninklijke Philips Electronics Nv)

Compliance with NASD Rules. The Company hereby agrees that it will ensure that the Reserved Securities will be restricted if as required by the National Association of Securities Dealers, Inc. (the "NASD") or the NASD rules from sale, transfer, assignment, pledge or hypothecation for a period of three or five months, as the case may be, months following the date of this Agreementthe effectiveness of the Registration Statement. The Underwriters will notify the Company as to which persons will need to be so restricted. At the request of the Underwriters, the Company will direct the transfer agent to place a stop transfer restriction upon such securities for such period of time. Should the Company release, or seek to release, from such restrictions any of the Reserved Securities, the Company agrees to reimburse the Underwriters for any reasonable expenses (including, without limitation, legal expenses) they incur in connection with such release.

Appears in 1 contract

Samples: u.s. Purchase Agreement (Trigon Healthcare Inc)

Compliance with NASD Rules. The Company hereby agrees that it -------------------------- will ensure that the Reserved Securities will be restricted if as required by the National Association of Securities Dealers, Inc. (the "NASD") or the NASD rules ---- from sale, transfer, assignment, pledge or hypothecation for a period of three or five months, as the case may be, months following the date of this Agreement. The U.S. Underwriters will notify the Company as to which persons will need to be so restricted. At the request of the U.S. Underwriters, the Company will direct the transfer agent to place a stop transfer restriction upon such securities for such period of time. Should the Company release, or seek to release, from such restrictions any of the Reserved Securities, the Company agrees to reimburse the Underwriters for any reasonable expenses (including, without limitation, legal expenses) they incur in connection with such release.

Appears in 1 contract

Samples: u.s. Purchase Agreement (Opentv Corp)

Compliance with NASD Rules. The Company hereby agrees that it will -------------------------- ensure that the Reserved Securities will be restricted if as required by the National Association of Securities Dealers, Inc. (the "NASD") or the NASD rules from sale, transfer, assignment, pledge or hypothecation for a period of three or five months, as the case may be, months following the date of this Agreement. The Underwriters will notify the Company prior to the Closing Time as to which persons will need to be so restricted. At the request of the Underwriters, the Company will direct the transfer agent to place a stop transfer restriction upon such securities for such period of time. Should the Company release, or seek to release, from such restrictions any of the Reserved Securities, the Company agrees to reimburse the Underwriters for any reasonable expenses (including, without limitation, legal expenses) they incur in connection with such release.

Appears in 1 contract

Samples: Purchase Agreement (Cybersource Corp)

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Compliance with NASD Rules. The Company hereby agrees that it will ensure that the Reserved Securities will be restricted if as required by the National Association of Securities Dealers, Inc. (the "NASD") NASD or the NASD rules from sale, transfer, assignment, pledge or hypothecation for a period of three or five months, as the case may be, months following the date of this AgreementAgreement or any other periods required by the NASD or the NASD rules in the reasonable judgment of counsel for the Underwriters. The Underwriters will notify the Company as to which persons will need to be so restricted. At the request of the Underwriters, the Company will direct the transfer agent to place a stop transfer restriction upon such securities for such period of time. Should the Company release, or seek to release, from such restrictions any of the Reserved Securities, the Company agrees to reimburse the Underwriters for any reasonable expenses (including, without limitation, legal expenses) they incur in connection with such release.

Appears in 1 contract

Samples: Purchase Agreement (Specialty Laboratories)

Compliance with NASD Rules. The Company hereby agrees that -------------------------- it will ensure that the Reserved Securities will be restricted if as required by the National Association of Securities Dealers, Inc. (the "NASD") or the NASD rules from sale, transfer, assignment, pledge or hypothecation for a period of three or five months, as the case may be, months following the date of this Agreement. The U.S. Underwriters will notify the Company as to which persons will need to be so restricted. At the request of the U.S. Underwriters, the Company will direct the transfer agent to place a stop transfer restriction upon such securities for such period of time. Should the Company release, or seek to release, from such restrictions any of the Reserved Securities, the Company agrees to reimburse the Underwriters for any reasonable expenses (including, without limitation, legal expenses) they incur in connection with such release.

Appears in 1 contract

Samples: International Purchase Agreement (Opentv Corp)

Compliance with NASD Rules. The Company Companies hereby agrees agree that it they will ensure that the Reserved Securities Units will be restricted if as required by the National Association of Securities Dealers, Inc. (the "NASD") or the NASD rules from sale, transfer, assignment, pledge or hypothecation for a period of three or five months, as the case may be, months following the date of this Agreement. The U.S. Underwriters will notify the Company Companies as to which persons will need to be so restricted. At the request of the Underwriters, the Company Companies will direct the transfer agent to place a stop transfer restriction upon such securities for such period of time. Should the Company Companies release, or seek to release, from such restrictions any of the Reserved SecuritiesUnits, the Company agrees Companies agree to reimburse the U.S. Underwriters for any reasonable expenses (including, without limitation, legal expenses) they incur in connection with such release.

Appears in 1 contract

Samples: u.s. Purchase Agreement (Dura Pharmaceuticals Inc/Ca)

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