NASD Approval. The NASD shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements with respect to the offering and sale of the Offered Securities.
NASD Approval. Purchaser understands and agrees that the Purchaser's acquisition of the Shares will be deemed a "change of control" of the Company requiring the approval of the NASD.
NASD Approval. Notwithstanding anything to the contrary contained in Section 4.1, in the event Black Hawk does not obtain NASD Approval (as defined in the Purchase Agreement), Diversified shall have no further obligation to make any investment in or loan to Black Hawk beyond the acquisition of the 190,476 Shares and the initial $1,500,000 loan for the First Note (as defined in the Purchase Agreement). At such time, the First Note shall be deemed to have been cancelled, the 190,476 Shares acquired by Diversified shall be deemed to have been redeemed by Black Hawk, and Diversified shall be deemed to have made a $2,500,000 capital contribution to the Company and the parties' Membership Interests and other interests in the Company shall be adjusted so that Black Hawk shall have a 50% Membership Interest and Diversified and Entertainment shall have an aggregate 50% Membership Interest and, thereafter, the parties shall make such capital contributions as are necessary to equalize their Capital Accounts in accordance with the foregoing.
NASD Approval. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute a single agreement. When each party hereto has executed and delivered to the other a counterpart, this Agreement shall become binding on both parties, subject only to any required approval by the NASD. If required by the NASD, FSWC will submit this Agreement to the NASD promptly following execution and will notify CLAY, or cause CLAY to be notified, promptly upon receipt of such approval.
NASD Approval. The NASD, upon a review of the terms of the Offering, shall not have objected to the Sales Agent's participation in the Offering and shall have issued its "no objections letter" to the Sales Agent.
NASD Approval. The Company shall have delivered to the Purchaser evidence, in form and substance reasonably satisfactory to the Purchaser and its counsel, to establish that the issuance and sale of the Preferred Stock, the Warrant and the issuance of the Warrant Shares upon exercise of the Warrants does not require consent of the Company's stockholders under the applicable rules of the National Association of Securities Dealers for stocks listed on the OTC Bulletin Board.
NASD Approval. Diamond shall cause Diamond BD Services, Inc. ("Diamond Broker") to prepare and file as soon as practicable after the date of this Agreement all filings necessary to obtain the approval of the NASD pursuant to NASD Rule 1017 relating to the change in equity ownership of Diamond Broker that may be deemed to result as a consequence of the transactions contemplated by this Agreement (the "NASD Approval"). Diamond shall, and shall cause Diamond Broker to, use reasonable best efforts to obtain the NASD Approval.
NASD Approval. Each of Parent and the applicable Target Company shall have obtained from the NASD approval to continue to operate as a broker-dealer following the change in ownership and control of such Target Company and its Subsidiaries contemplated by this Agreement.
NASD Approval. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute a single agreement. When each party hereto has executed and delivered to the other a counterpart, this Agreement shall become binding on both parties, subject only to any required approval by the NASD. If required by the NASD, Pensxx xxxl submit this Agreement to the NASD promptly following execution and will notify Correspondent, or cause Correspondent to be notified promptly upon receipt of such approval. MADE AND EXECUTED AT DALLAS THIS 3RD DAY OF OCTOBER, 1997. Pensxx: Pensxx Xxxancial Services, Inc. By: /s/ DANIXX X. XXX ---------------------------------- Danixx X. Xxx, President 8080 X. Xxxxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000 XXRRESPONDENT: INDIVIDUAL: ---------------------------------- [Signature] ---------------------------------- [Print name] ---------------------------------- [Address] ---------------------------------- ENTITY: CYBERBROKER, INC. ---------------------------------- [Name] CORPORATION ---------------------------------- [Type of Entity, i.e., corporation partnership, etc.] By: /s/ MARK XXXXXXX ---------------------------------- Its: CHIEF OPERATING OFFICER ---------------------------------- 1601 RIO GRANDE ---------------------------------- [Address] SUITE 440 ---------------------------------- AUSTXX, XX 00000 ---------------------------------- Proprietary and Confidential GUARANTEE: The undersigned individual(s) or corporation hereby guarantee(s) the obligations of Correspondent under the Agreement as provided in Section 17 of the Agreement. INDIVIDUAL GUARANTOR(S): ---------------------------------- [Signature] [Print name] ---------------------------------- ---------------------------------- [Signature] ---------------------------------- [Print name) ---------------------------------- [Signature] ---------------------------------- [Print name] CORPORATE GUARANTOR: ---------------------------------- [Name of Corporation] By: ---------------------------------- Its: ---------------------------------- ---------------------------------- [Address] ---------------------------------- ---------------------------------- Proprietary and Confidential SCHEDULE A TO CLEARING AGREEMENT BETWEEN PENSXX XXXANCIAL SERVICES, INC. ("PENSXX") AND CYBERBROKER, INC. ("CORRESPONDENT") **** Proprietary and Confidential AMENDMENT TO THE FULLY DISCLOSED CLEARING AGREEMENT BETWEEN PENSXX XXXANCIAL SERVICES, INC. AND CYBERBROKER, INC. (NAME OF CORRESPONDEN...
NASD Approval. The parties recognize and acknowledge that the transactions contemplated by this Agreement require the approval of the NASD. The parties will, at Purchaser's expense, cooperate in filing such applications as may be necessary or beneficial and will take such actions as may be necessary or beneficial in order to expedite the approval by the NASD.
