FINRA Rules Clause Samples

FINRA Rules. Notwithstanding anything contained in this Warrant, the terms of this Warrant are intended to comply with the rules and regulations of the Financial Industry Regulatory Authority, Inc. relating to the compensation of underwriters and placement agents, and any provision of this Warrant that is determined to be inconsistent with such rules shall be deemed to be modified to the extent necessary to comply with such rules.

FINRA Rules. In accordance with applicable FINRA Rules, the parties understand and agree that, pursuant to limitations imposed by FINRA, no payments will be made to Dealer under this Agreement to the extent payments made to Dealer and any other FINRA member, together with any other amounts deemed by FINRA to be underwriting compensation in connection with this Offering, exceed, in the aggregate, the amounts permissible pursuant to FINRA Rule 2310.

FINRA Rules. Notwithstanding the foregoing or anything contained herein to the contrary, in no event shall the Company pay or give or cause to be paid or given any compensation or incentives in excess of amounts permitted under applicable FINRA rules or published guidance.

FINRA Rules. Each party acknowledges and agrees to be bound by the Financial Industry Regulatory Authority, Inc. Rules applicable to transactions in options, and further agrees not to violate the position and exercise limits set forth therein.

FINRA Rules. Dealer will comply with all applicable rules set forth in the FINRA rulebook (the “FINRA Rules”). Dealer represents that it is a broker-dealer registered with FINRA and subject to FINRA Rule 2030 (the “Rule”). Dealer represents that it has policies and procedures to ensure compliance with the Rule and is currently in compliance with the Rule. Moreover, Dealer represents that neither it nor any of its Covered Associates (i.e., any (i) general partner, managing member or executive officer of Dealer, as well as any person with a similar status or function, (ii) any associated person of Dealer who engages in distribution or solicitation activities with a government entity, (iii) any associated person of Dealer who supervises, directly or indirectly, the government entity distribution or solicitation activities of a person in (ii) above, and (iv) any political action committee controlled by Dealer or one of its Covered Associates) has made, directly or indirectly, any contributions that prohibit Dealer from engaging in solicitation activities for compensation under the Rule (a “Triggering Contribution”). Dealer hereby agrees that neither it nor its Covered Associates will make a Triggering Contribution or violate the Rule while engaged hereunder. If Dealer breaches this provision and becomes aware of a Triggering Contribution or a violation of the Rule, it shall promptly provide written notice to the Placement Agents of the nature of the ban or violation.

FINRA Rules. Dealer will comply with all applicable rules set forth in the FINRA rulebook (the “FINRA Rules”).

FINRA Rules. The parties acknowledge and agree that applicable FINRA Rules limit the amount of compensation that may be received in respect of distribution and member services and that such limits may serve to, over time, prohibit the payment of the compensation set forth in Section 4(c) of this Agreement in accordance with Section 1(c) of this Agreement. In accordance with the applicable FINRA Rules, the parties understand and agree that, pursuant to limitations imposed by FINRA, no payments will be made to Dealer under this Agreement to the extent payments made to Dealer and any other FINRA member for providing distribution and member services, exceed, in the aggregate, 7.25% of the total proceeds proposed to be received by the Fund in respect of sales of Units registered under the Fund's current registration statement on Form N-2 “Offering Proceeds”; provided, however, that Distributor agrees that it will not take any action to intentionally cause the Dealer to receive less than the Maximum Compensation that it would be entitled to under applicable FINRA rules. For purposes hereof, "Maximum Compensation" means, in respect of any such investor, the cumulative amount of ongoing asset-based distribution fees payable hereunder for so long as the Dealer Member remains an investor in the Fund, not to exceed, in the case of any such applicable ongoing asset-based distribution fees, in the aggregate the product of 7.25% multiplied by the aggregate offering price of the Units received by the Fund in respect of such investor. Distributor agrees to monitor the amount of underwriting compensation paid in connection with the distribution of Units and the rendering to investors in the Fund of ongoing investor and account maintenance services, and to report thereon to Dealer no less frequently than quarterly. As used herein, “underwriting compensation” means all amounts included as underwriting compensation under Rule 2830 of the FINRA Rules other than any sales loads charged in connection with the sale of Units.

FINRA Rules. The parties acknowledge and agree that applicable FINRA Rules limit the amount of compensation that may be received in respect of distribution and member services and that such limits may serve to, over time, prohibit the payment of the compensation set forth in Section 4(c) of this Agreement in accordance with Section 1(c) of this Agreement. The parties understand and agree that, pursuant to limitations on compensation imposed by FINRA, aggregate compensation received by

FINRA Rules. The parties acknowledge and agree that applicable FINRA Rules limit the amount of compensation that may be received in respect of distribution and member services and that such limits may serve to, over time, prohibit the payment of the compensation set forth in Section 4(a) and 4(c) of this Agreement in accordance with Section 1(c) of this Agreement. In accordance with applicable FINRA Rules, the parties understand and agree that, pursuant to limitations imposed by FINRA, no payments will be made to Dealer (pursuant to this Agreement or otherwise) and any other FINRA member exceeding, in aggregate, 2.92% of the total price to the public of Units sold pursuant to a Non-FB Fund's current registration statement on Form N-2 (the "Offering Proceeds") in respect of upfront sales loads (which, for the avoidance of doubt, is the equivalent of 3.00% of the net asset value of such Units) and 4.88% of the Offering Proceeds in respect of ongoing asset-based distribution fees. Distributor agrees to monitor the amount of underwriting compensation paid in connection with the distribution of Non-FB Fund Units and the rendering to investors in the Non-FB Funds of ongoing investor and account maintenance services, and to report thereon to Dealer no less frequently than quarterly. As used herein, "underwriting compensation" means all amounts included as underwriting compensation under FINRA Rule 5110 other than any sales loads charged in connection with the sale of Non-FB Fund Units. Dealer agrees to provide a report to Distributor no less frequently than quarterly, in a form reasonably acceptable to Distributor, addressing the amount of any sales loads charged in connection with the sale of Non-FB Fund Units.