Common use of NASD Questionnaire Clause in Contracts

NASD Questionnaire. In connection with the Registration Statement, the underwriters intend to make the requisite filings with the National Association of Securities Dealers, Inc. (the “NASD”). Certain information is required pursuant to NASD Rule 2720. Please note that the Company and the underwriters will rely on the certifications made in this Questionnaire. 1. Please indicate below whether you have any information pertaining to underwriting compensation and arrangements or items of value received or to be received by any “underwriter or related person” (as defined on page 28 of this Questionnaire) or any dealings between any “underwriter or related person” or any “member” (as defined on page 27 of this Questionnaire) or “person associated with a member” (as defined on page 27 of this Questionnaire) on the one hand, and the Company, its officers, directors, employees or shareholders on the other hand, other than information relating to the proposed offering of the Securities by the Company. þ I know of no such information oI know of such information 2. Are you or any member of your immediate family affiliated or associated, directly or indirectly, with a “member” of the NASD or with a “person associated with a member” of the NASD?”3 If so, please identify such “member” of the NASD or “person associated with a member” of the NASD and provide the name, address and telephone number of the NASD member or members and a detailed description of your association or affiliation. Description: If you answered yes to Question Number 2, please state whether you are participating in the initial public offering and the capacity in which you are participating. 3 If you are a collective investment account, meaning a hedge fund, investment partnership, investment corporation, or any other collective investment vehicle, a “No” reply shall be assumed to confirm that no relationship exists for you as well as each of your investors. 3. If you answered yes to the preceding question, please provide the information requested below with respect to the number of equity securities or the face value of debt securities of the Company or any subsidiary thereof which you beneficially own (including any contracts far purchase or acquisition). 4. Do you own stock or other securities of any NASD member not purchased in the open market? If you answered yes to the preceding question, please state the name of the NASD member or members and describe the securities. 5. Have you entered into any arrangements within the last twelve (12) months that provides for the receipt of any item of value and/or the transfer of any warrants, options or other securities from the Company or its subsidiaries or from the “issuer” (as defined on page 27 of this Questionnaire) to any “member” of the NASD or any “person associated with a member” of the NASD or any “underwriter or related person” or do you propose or plan to enter into such an arrangement within the next twelve (12) months? If so, please identify the parties involved and provide the material terms of the arrangement. 6. Have you or any associate of yours had a material relationship with Citigroup Global Markets Inc. or any other underwriter or investment firm or underwriting organization which might participate in the underwriting of the Securities being registered? If so, please describe such relationship and identify the party or parties involved. 7. Are you now or have you ever been interested in or affiliated with the firms of Rxxxxxxxx, Kxxx & Co., Cxxxxx Xxxxxxxx Xxxxx & Hxxxxxxx LLP or Gxxxxxxxx Traurig, P.A.? If so, please identify the party or parties involved and describe such interest or affiliation. 8. Have you made a subordinated loan to any “member” of the NASD? If so, please identify the “member” and provide the material terms of such loans. 9. Do you know of any intent on the part of the Company to reserve shares of the Company’s Securities in this initial public offering for specific purchasers (e.g., directors, employees, suppliers of the Company or officers or directors of banks, insurance or investment companies, etc.)? If so, please identify said persons and the entity they are affiliated with.

Appears in 1 contract

Samples: Letter Agreement (Freedom Acquisition Holdings, Inc.)

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NASD Questionnaire. In connection with the Registration Statement, the underwriters intend to make the requisite filings with the National Association of Securities Dealers, Inc. (the “NASD”). Certain information is required pursuant to NASD Rule 2720. Please note that the Company and the underwriters will rely on the certifications made in this Questionnaire. 1. Please indicate below whether you have any information pertaining to underwriting compensation and arrangements or items of value received or to be received by any “underwriter or related person” (as defined on page 28 of this Questionnaire) or any dealings between any “underwriter or related person” or any “member” (as defined on page 27 of this Questionnaire) or “person associated with a member” (as defined on page 27 of this Questionnaire) on the one hand, and the Company, its officers, directors, employees or shareholders on the other hand, other than information relating to the proposed offering of the Securities by the Company. þ I know of no such information oI o I know of such information 2. Are you or any member of your immediate family affiliated or associated, directly or indirectly, with a “member” of the NASD or with a “person associated with a member” of the NASD?”3 If so, please identify such “member” of the NASD or “person associated with a member” of the NASD and provide the name, address and telephone number of the NASD member or members and a detailed description of your association or affiliation. Description: If you answered yes to Question Number 2, please state whether you are participating in the initial public offering and the capacity in which you are participating. 3 If you are a collective investment account, meaning a hedge fund, investment partnership, investment corporation, or any other collective investment vehicle, a “No” reply shall be assumed to confirm that no relationship exists for you as well as each of your investors. 3. If you answered yes to the preceding question, please provide the information requested below with respect to the number of equity securities or the face value of debt securities of the Company or any subsidiary thereof which you beneficially own (including any contracts far purchase or acquisition). 4. Do you own stock or other securities of any NASD member not purchased in the open market? If you answered yes to the preceding question, please state the name of the NASD member or members and describe the securities. 5. Have you entered into any arrangements within the last twelve (12) months that provides for the receipt of any item of value and/or the transfer of any warrants, options or other securities from the Company or its subsidiaries or from the “issuer” (as defined on page 27 of this Questionnaire) to any “member” of the NASD or any “person associated with a member” of the NASD or any “underwriter or related person” or do you propose or plan to enter into such an arrangement within the next twelve (12) months? If so, please identify the parties involved and provide the material terms of the arrangement. 6. Have you or any associate of yours had a material relationship with Citigroup Global Markets Inc. or any other underwriter or investment firm or underwriting organization which might participate in the underwriting of the Securities being registered? If so, please describe such relationship and identify the party or parties involved. 7. Are you now or have you ever been interested in or affiliated with the firms of Rxxxxxxxx, Kxxx & Co., Cxxxxx Xxxxxxxx Xxxxx & Hxxxxxxx LLP or Gxxxxxxxx Traurig, P.A.? If so, please identify the party or parties involved and describe such interest or affiliation. 8. Have you made a subordinated loan to any “member” of the NASD? If so, please identify the “member” and provide the material terms of such loans. 9. Do you know of any intent on the part of the Company to reserve shares of the Company’s Securities in this initial public offering for specific purchasers (e.g., directors, employees, suppliers of the Company or officers or directors of banks, insurance or investment companies, etc.)? If so, please identify said persons and the entity they are affiliated with.

Appears in 1 contract

Samples: Letter Agreement (Freedom Acquisition Holdings, Inc.)

NASD Questionnaire. In connection with the Registration Statement, the underwriters intend to make the requisite filings with the National Association of Securities Dealers, Inc. (the “NASD”). Certain information is required pursuant to NASD Rule 2720. Please note that the Company and the underwriters will rely on the certifications made in this Questionnaire. 1. Please indicate below whether you have any information pertaining to underwriting compensation and arrangements or items of value received or to be received by any “underwriter or related person” (as defined on page 28 of this Questionnaire) or any dealings between any “underwriter or related person” or any “member” (as defined on page 27 of this Questionnaire) or “person associated with a member” (as defined on page 27 of this Questionnaire) on the one hand, and the Company, its officers, directors, employees or shareholders on the other hand, other than information relating to the proposed offering of the Securities by the Company. þ I know of no such information oI o I know of such information 2. Are you or any member of your immediate family affiliated or associated, directly or indirectly, with a “member” of the NASD or with a “person associated with a member” of the NASD?”3 If so, please identify such “member” of the NASD or “person associated with a member” of the NASD and provide the name, address and telephone number of the NASD member or members and a detailed description of your association or affiliation. Description: If you answered yes to Question Number 2, please state whether you are participating in the initial public offering and the capacity in which you are participating. 3 If you are a collective investment account, meaning a hedge fund, investment partnership, investment corporation, or any other collective investment vehicle, a “No” reply shall be assumed to confirm that no relationship exists for you as well as each of your investors. 3. If you answered yes to the preceding question, please provide the information requested below with respect to the number of equity securities or the face value of debt securities of the Company or any subsidiary thereof which you beneficially own (including any contracts far purchase or acquisition). 4. Do you own stock or other securities of any NASD member not purchased in the open market? If you answered yes to the preceding question, please state the name of the NASD member or members and describe the securities. 5. Have you entered into any arrangements within the last twelve (12) months that provides for the receipt of any item of value and/or the transfer of any warrants, options or other securities from the Company or its subsidiaries or from the “issuer” (as defined on page 27 of this Questionnaire) to any “member” of the NASD or any “person associated with a member” of the NASD or any “underwriter or related person” or do you propose or plan to enter into such an arrangement within the next twelve (12) months? If so, please identify the parties involved and provide the material terms of the arrangement. 6. Have you or any associate of yours had a material relationship with Citigroup Global Markets Inc. or any other underwriter or investment firm or underwriting organization which might participate in the underwriting of the Securities being registered? If so, please describe such relationship and identify the party or parties involved. 7. Are you now or have you ever been interested in or affiliated with the firms of Rxxxxxxxx, Kxxx Kass & Co., Cxxxxx Xxxxxxxx Xxxxx & Hxxxxxxx LLP or Gxxxxxxxx Traurig, P.A.? If so, please identify the party or parties involved and describe such interest or affiliation. 8. Have you made a subordinated loan to any “member” of the NASD? If so, please identify the “member” and provide the material terms of such loans. 9. Do you know of any intent on the part of the Company to reserve shares of the Company’s Securities in this initial public offering for specific purchasers (e.g., directors, employees, suppliers of the Company or officers or directors of banks, insurance or investment companies, etc.)? If so, please identify said persons and the entity they are affiliated with.

Appears in 1 contract

Samples: Letter Agreement (Freedom Acquisition Holdings, Inc.)

NASD Questionnaire. In connection with the Registration Statement, the underwriters intend to make the requisite filings with the National Association of Securities Dealers, Inc. (the “NASD”). Certain information is required pursuant to NASD Rule 2720. Please note that the Company and the underwriters will rely on the certifications made in this Questionnaire. 1. Please indicate below whether you have any information pertaining to underwriting compensation and arrangements or items of value received or to be received by any “underwriter or related person” (as defined on page 28 of this Questionnaire) or any dealings between any “underwriter or related person” or any “member” (as defined on page 27 of this Questionnaire) or “person associated with a member” (as defined on page 27 of this Questionnaire) on the one hand, and the Company, its officers, directors, employees or shareholders on the other hand, other than information relating to the proposed offering of the Securities by the Company. þ I know of no such information oI o I know of such information 2. Are you or any member of your immediate family affiliated or associated, directly or indirectly, with a “member” of the NASD or with a “person associated with a member” of the NASD?”3 NASD?“3 If so, please identify such “member” of the NASD or “person associated with a member” of the NASD and provide the name, address and telephone number of the NASD member or members and a detailed description of your association or affiliation. Description: If you answered yes to Question Number 2, please state whether you are participating in the initial public offering and the capacity in which you are participating. 3 If you are a collective investment account, meaning a hedge fund, investment partnership, investment corporation, or any other collective investment vehicle, a “No” reply shall be assumed to confirm that no relationship exists for you as well as each of your investors. 3. If you answered yes to the preceding question, please provide the information requested below with respect to the number of equity securities or the face value of debt securities of the Company or any subsidiary thereof which you beneficially own (including any contracts far purchase or acquisition). 4. Do you own stock or other securities of any NASD member not purchased in the open market? If you answered yes to the preceding question, please state the name of the NASD member or members and describe the securities. 5. Have you entered into any arrangements within the last twelve (12) months that provides for the receipt of any item of value and/or the transfer of any warrants, options or other securities from the Company or its subsidiaries or from the “issuer” (as defined on page 27 of this Questionnaire) to any “member” of the NASD or any “person associated with a member” of the NASD or any “underwriter or related person” or do you propose or plan to enter into such an arrangement within the next twelve (12) months? If so, please identify the parties involved and provide the material terms of the arrangement. 6. Have you or any associate of yours had a material relationship with Citigroup Global Markets Inc. or any other underwriter or investment firm or underwriting organization which might participate in the underwriting of the Securities being registered? If so, please describe such relationship and identify the party or parties involved. 7. Are you now or have you ever been interested in or affiliated with the firms of Rxxxxxxxx, Kxxx & Co., Cxxxxx Xxxxxxxx Xxxxx & Hxxxxxxx LLP or Gxxxxxxxx Traurig, P.A.? If so, please identify the party or parties involved and describe such interest or affiliation. 8. Have you made a subordinated loan to any “member” of the NASD? If so, please identify the “member” and provide the material terms of such loans. 9. Do you know of any intent on the part of the Company to reserve shares of the Company’s Securities in this initial public offering for specific purchasers (e.g., directors, employees, suppliers of the Company or officers or directors of banks, insurance or investment companies, etc.)? If so, please identify said persons and the entity they are affiliated with.. Reserved units for directors

Appears in 1 contract

Samples: Letter Agreement (Freedom Acquisition Holdings, Inc.)

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NASD Questionnaire. In connection with the Registration Statement, the underwriters intend to make the requisite filings with the National Association of Securities Dealers, Inc. (the “NASD”). Certain information is required pursuant to NASD Rule 2720. Please note that the Company and the underwriters will rely on the certifications made in this Questionnaire. 1. Please indicate below whether you have any information pertaining to underwriting compensation and arrangements or items of value received or to be received by any “underwriter or related person” (as defined on page 28 of this Questionnaire) or any dealings between any “underwriter or related person” or any “member” (as defined on page 27 of this Questionnaire) or “person associated with a member” (as defined on page 27 of this Questionnaire) on the one hand, and the Company, its officers, directors, employees or shareholders on the other hand, other than information relating to the proposed offering of the Securities by the Company. þ I know of no such information oI o I know of such information 2. Are you or any member of your immediate family affiliated or associated, directly or indirectly, with a “member” of the NASD or with a “person associated with a member” of the NASD?”3 o Yes þ No If so, please identify such “member” of the NASD or “person associated with a member” of the NASD and provide the name, address and telephone number of the NASD member or members and a detailed description of your association or affiliation. Description: If you answered yes to Question Number 2, please state whether you are participating in the initial public offering and the capacity in which you are participating. 3 If you are a collective investment account, meaning a hedge fund, investment partnership, investment corporation, or any other collective investment vehicle, a “No” reply shall be assumed to confirm that no relationship exists for you as well as each of your investors. 3. If you answered yes to the preceding question, please provide the information requested below with respect to the number of equity securities or the face value of debt securities of the Company or any subsidiary thereof which you beneficially own (including any contracts far purchase or acquisition). 4. Do you own stock or other securities of any NASD member not purchased in the open market? o Yes þ No If you answered yes to the preceding question, please state the name of the NASD member or members and describe the securities. 5. Have you entered into any arrangements within the last twelve (12) months that provides for the receipt of any item of value and/or the transfer of any warrants, options or other securities from the Company or its subsidiaries or from the “issuer” (as defined on page 27 of this Questionnaire) to any “member” of the NASD or any “person associated with a member” of the NASD or any “underwriter or related person” or do you propose or plan to enter into such an arrangement within the next twelve (12) months? o Yes þ No If so, please identify the parties involved and provide the material terms of the arrangement. 6. Have you or any associate of yours had a material relationship with Citigroup Global Markets Inc. or any other underwriter or investment firm or underwriting organization which might participate in the underwriting of the Securities being registered? o Yes þ No If so, please describe such relationship and identify the party or parties involved. 7. Are you now or have you ever been interested in or affiliated with the firms of Rxxxxxxxx, Kxxx & Co., Cxxxxx Xxxxxxxx Xxxxx & Hxxxxxxx LLP or Gxxxxxxxx Traurig, P.A.? o Yes þ No If so, please identify the party or parties involved and describe such interest or affiliation. 8. Have you made a subordinated loan to any “member” of the NASD? o Yes þ No If so, please identify the “member” and provide the material terms of such loans. 9. Do you know of any intent on the part of the Company to reserve shares of the Company’s Securities in this initial public offering for specific purchasers (e.g., directors, employees, suppliers of the Company or officers or directors of banks, insurance or investment companies, etc.)? o Yes þ No If so, please identify said persons and the entity they are affiliated with.

Appears in 1 contract

Samples: Letter Agreement (Freedom Acquisition Holdings, Inc.)

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