Common use of NASD Membership Clause in Contracts

NASD Membership. You represent that you are a member in good standing of the NASD, and we represent that we are (i) a member in good standing of the NASD, (ii) a Bank that is not a member of the NASD, or (iii) a foreign non-member. If we are an NASD a member we agree that in making sales of the Securities we will comply with all applicable rules of the NASD, including, without limitation, the NASD's Interpretation with Respect to Free-Riding and Withholding (the "Interpretation") and Rule 2740 of the NASD's Conduct Rules. If we are not a NASD member, we agree to comply as though we were a member with the requirements of the Interpretation and Rules 2730, 2740 and 2750 of such Conduct Rules. If we are such a foreign non-member, we agree not to offer or sell any Securities in the United States of America, its territories or possessions or to persons who are nationals thereof or residents therein, except through you and as approved by you and in making sales of Securities we agree to comply with Rule 2420 of such Conduct Rules as it applies to a non-member broker or dealer in a foreign country. If we are such a foreign bank, we represent that, unless otherwise notified in writing to you prior to the date hereof, we are not an entity covered in (i), (ii) or (iii) of the last paragraph of Section 8 hereof. If we are a Bank, we agree that we will not accept any portion of the management fee paid by the Underwriters with respect to the offering of any Securities or, in connection with the public offering of any Securities that do not constitute "exempted securities" within the meaning of Section 3(a)(12) of the Exchange Act, purchase any Securities at a discount from the offering price from any Underwriter or Selected Dealer or otherwise accept any selling concession, discount or other allowance from any Underwriter or Selected Dealer, which in any such case is not permitted under such Conduct Rules, and we agree to comply with Rule 2420 of such Conduct Rules of the Rules as though we were a member.

NASD Membership. You represent We understand that you are a member in good standing of the NASD, and we represent . We hereby confirm that we are (i) a member in good standing of the NASD, (ii) a Bank that is not a member NASD who agree to comply with all applicable Conduct Rules of the NASD, or (iii) a foreign non-member. If we are an NASD a member we agree that in making sales of the Securities we will comply with all applicable rules of the NASDor, including, without limitation, the NASD's Interpretation with Respect to Free-Riding and Withholding (the "Interpretation") and Rule 2740 of the NASD's Conduct Rules. If if we are not such a NASD member, we are a foreign dealer not eligible for membership in the NASD (a) who hereby agree to comply as though we were a member with the requirements of the Interpretation and Rules 2730, 2740 and 2750 of such Conduct Rules. If we are such a foreign non-member, we agree not to offer or sell any Securities in make no sales within the United States of AmericaStates, its territories or its possessions (except that we may participate in Group Sales under Section 3 above) or to persons who are nationals citizens thereof or residents therein, except through you and as approved by you and and, in making sales of Securities we agree to comply with the above-mentioned IM-2110-l under Conduct Rule 2420 of such 2110, as if we were an NASD member and agree in writing to comply with Conduct Rules 2730, 2740, 2750 and 2420 as it applies to a non-member broker or dealer in a foreign country. If we are such a foreign bank, we represent thatand (b) who in connection with sales and offers to sell Stock made by us outside the United States, unless otherwise notified in writing to you prior to the date hereof, we are not an entity covered in (i) we either furnish to each person to whom any such sale or offer is made a copy of the then current Preliminary Prospectus or the Prospectus (as then amended or supplemented if the Company shall have furnished amendments or supplements thereto), as the case maybe, or inform such person that such Preliminary Prospectus or Prospectus will be available upon request, and (ii) will furnish to each person to whom any such sale or offer is made such prospectus, advertisement or other offering document containing information relating to the Stock or the Company as may be required under the law of the jurisdiction in which such sale or offer is made. Any prospectus, advertisement or other offering document furnished by us to any person in accordance with clause (b)(ii) of the preceding sentence and any such additional material as we may furnish to any person (i) shall comply in all respects with the law of the jurisdiction in which it is so furnished; (ii) shall be prepared and so furnished at our sole risk and expense; and (iii) of the last paragraph of Section 8 hereof. If we are a Bank, we agree that we will shall not accept any portion of the management fee paid by the Underwriters with respect contain information relating to the offering of Stock or the Company which is inconsistent in any Securities or, in connection respect with the public offering of information contained in the then current Preliminary Prospectus or in the Prospectus (as then amended or supplemented if the Company shall have furnished any Securities that do not constitute "exempted securities" within amendments or supplements thereto), as the meaning of Section 3(a)(12) of the Exchange Act, purchase any Securities at a discount from the offering price from any Underwriter or Selected Dealer or otherwise accept any selling concession, discount or other allowance from any Underwriter or Selected Dealer, which in any such case is not permitted under such Conduct Rules, and we agree to comply with Rule 2420 of such Conduct Rules of the Rules as though we were a membermay be.

NASD Membership. You represent that you are a member in good standing of the NASD, and we We represent that we are (i) a member in good standing of the NASD, or (ii) a Bank that is not a member of the NASD, NASD or (iii) a foreign bank, broker, dealer or other institution not eligible for membership in the NASD (a "foreign non-member"). If we are an NASD a member member, we agree that in making sales of the Securities we will comply with all applicable rules of the NASD, including, without limitation, the NASD's Interpretation with Respect to Free-Riding and Withholding (the "Interpretation") and Rule 2740 of the NASD's Conduct Rules. If we are not a NASD member, we agree to comply as though we were a member with the requirements of the Interpretation and Rules 2730, 2740 and 2750 of such Conduct Rules. If we are such a foreign non-member, we agree not to offer or sell any Securities in the United States of America, its territories or its possessions or to persons who are nationals thereof or residents therein, except through you and as approved by you the Representatives and in making sales of Securities we agree to comply with Rule 2420 of such Conduct Rules as it applies to a non-member broker or dealer in a foreign country. If we are such a foreign bank, we represent that, unless otherwise notified in writing to you prior to the date hereof, we are not an entity covered in (i), (ii) or (iii) of the last paragraph of Section 8 5(b) hereof. If we are a Bank, we agree that we will not accept any portion of the management fee paid by the Underwriters with respect to the offering of any Securities or, in connection with the public offering of any Securities that do not constitute "exempted securities" within the meaning of Section 3(a)(12) of the Exchange Act, Act we agree that we will not purchase any Securities at a discount from the offering price from any Underwriter or Selected Dealer or otherwise accept any selling concessionconcession to Selected Dealers, discount or other allowance from any Underwriter or Selected Dealer, which in any such case is not permitted under such Conduct Rules, the Rules and we agree to comply with Rule 2420 of such Conduct Rules of the Rules as though we were a member. We agree that in selling Securities pursuant to any offering (which agreement shall also be for the benefit of the Company or other seller of such Securities) we will comply with all applicable laws, rules and regulations, including the applicable provisions of the Securities Act and the Exchange Act, the applicable rules and regulations of the Commission thereunder, the applicable rules and regulations of any securities exchange having jurisdiction over the offering and in the case of an offering referred to in Section 3(b) hereof, the applicable laws, rules and regulations of any applicable regulatory body.