FINRA Disclosure Clause Samples
The FINRA Disclosure clause requires parties to acknowledge and comply with the disclosure obligations set forth by the Financial Industry Regulatory Authority (FINRA). This typically involves providing information about any disciplinary actions, regulatory investigations, or material events that could affect the parties' standing with FINRA. By mandating such disclosures, the clause ensures transparency and regulatory compliance, helping to prevent conflicts of interest and maintain trust in financial transactions.
FINRA Disclosure. In addition to the restrictions on transfer described in Section 7(A), Purchasers acknowledge and agree that the Private Placement Warrants and their component parts and the related registration rights will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore, pursuant to Rule 5110(e) of the FINRA Manual, be subject to lock-up for a period of 180 days immediately following the commencement of sales in the IPO, subject to FINRA Rule 5110(e)(2). Additionally, the Private Placement Warrants and their component parts and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated during the foregoing 180 day period except to any underwriter or selected dealer participating in the IPO and the officers or partners, registered persons or affiliates of the Purchasers and any such participating underwriter or selected dealer. Additionally, the Private Placement Warrants and their component parts and the related registration rights will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of such securities by any person for a period of 180 days immediately following the commencement of sales in the IPO.
FINRA Disclosure. Except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor the Company’s officers, directors, shareholders or any of its affiliates (within the meaning of Conduct Rule 5121(f)(1) of FINRA) directly or indirectly controls, is controlled by, or is under common control with, or is an associated person (within the meaning of Article I, paragraph (rr) of the By-laws of FINRA) of, any member firm of FINRA, except, with respect to one director, as disclosed by the Company in writing to the Underwriters. All of the information provided by or on behalf of the Company in writing to the Underwriters or to the Underwriters’ counsel specifically for use by the Underwriters’ counsel in connection with its FINRA Public Offering System filings (and related disclosure) with FINRA is true, complete and correct in all material respects.
FINRA Disclosure. Neither the Company nor the Company’s officers or directors, or to the Company’s knowledge, stockholders or any of its affiliates (within the meaning of FINRA Conduct Rule 5121(f)(1)) directly or indirectly controls, is controlled by, or is under common control with, or is an associated person (within the meaning of Article I, paragraph (rr) of the By-Laws of FINRA) of, any member firm of the FINRA. All of the information provided by or behalf of the Company in writing to the Underwriters or to the Underwriters’ counsel specifically for use by the Underwriters’ counsel in connection with its Public Offering System filings (and related disclosure) with the FINRA is true, complete and correct in all material respects.
FINRA Disclosure. Neither the Company nor the Company’s officers or directors, or to the Company’s knowledge, stockholders or any of its affiliates (within the meaning of FINRA Conduct Rule 5121(f)(1)) directly or indirectly controls, is controlled by, or is under common control with, or is an associated person (within the meaning of Article I, paragraph (rr) of the By-Laws of FINRA) of, any member firm of the FINRA. All of the information provided by or behalf of the Company in writing to HCW or to HCW’s counsel specifically for use by HCW’s counsel in connection with its Public Offering System filings (and related disclosure) with the FINRA is true, complete and correct in all material respects.
FINRA Disclosure. At the time of effectiveness of the Registration Statement, the Company was eligible to use Form S-3 pursuant to the standards for that Form in effect prior to October 21, 1992. Neither the Company nor, to the Company’s knowledge, the Company’s officers, directors, shareholders or any of its affiliates (within the meaning of Conduct Rule 2720(f)(1)) of the Financial Industry Regulatory Authority, Inc. (“FINRA”) directly or indirectly controls, is controlled by, or is under common control with, or is an associated person (within the meaning of Article I, Section 1(dd) of the By-laws of FINRA) of, any member firm of FINRA and, to the Company’s knowledge, no Underwriter has a conflict of interest (within the meaning of Conduct Rule 2720(f)(5) of FINRA) with respect to the Offering.
FINRA Disclosure. No relationship, direct or indirect, exists between or among the Company or any subsidiary or any affiliate of them, on the one hand, and the directors, officers, or shareholders of the Company or any subsidiary, on the other hand, that is required by the rules of FINRA to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that is not so described.
FINRA Disclosure. All of the information provided by or on behalf of the Company in writing to the Underwriters or to the Underwriters’ counsel specifically for use by the Underwriters’ counsel in connection with its FINRA Public Offering System filings (and related disclosure) with FINRA is true, complete and correct in all material respects.
FINRA Disclosure. Neither the Company nor, to the Company’s knowledge, the Company’s officers, directors, shareholders or any of its affiliates (within the meaning of Conduct Rule 2720(f)(1)) of the Financial Industry Regulatory Authority, Inc. (“FINRA”) directly or indirectly controls, is controlled by, or is under common control with, or is an associated person (within the meaning of Article I, Section 1(dd) of the By-laws of FINRA) of, any member firm of FINRA and, to the Company’s knowledge, no Underwriter has a conflict of interest (within the meaning of Conduct Rule 2720(f)(5) of FINRA) with respect to the Offering. All of the information provided by or behalf of the Company in writing to the Underwriters or to the Underwriters’ counsel specifically for use by the Underwriters’ counsel in connection with its COBRADesk filings (and related disclosure) with FINRA is true, complete and correct in all material respects.
FINRA Disclosure