NASD Regulation Sample Clauses

NASD Regulation. Each party to this Agreement represents that it is a member of the National Association of Securities Dealers, Inc. ("NASD") and each party agrees to notify the other should it cease to be such a member. With respect to the sale of Shares hereunder, you and Xxxxx Xxxxxx agree to abide by the Conduct Rules of the NASD, including but not limited to the following: A. Xxxxx Xxxxxx shall not withhold placing customers orders for Shares so as to profit itself as a result of such withholding. Xxxxx Xxxxxx shall not purchase any shares from you other than for its own investment or to cover purchase orders already received by it from its customers. B. If any Shares purchased by Xxxxx Xxxxxx are repurchased by the Fund which issued such Shares or by you for the account of that Fund, or are tendered for redemption, within seven (7) business days after confirmation by you of the original purchase order for such Shares, no compensation as set forth in Paragraph 6 above will be payable to Xxxxx Xxxxxx with respect to such Shares, and Xxxxx Xxxxxx will refund to you the full amount of any such compensation paid or allowed to it on the original sale. You agree to notify Xxxxx Xxxxxx in writing of any such repurchase or redemption within ten (10) business days of the date on which the redemption is requested or Share certificates are tendered to you, the pertinent Fund or its transfer agent. Termination or cancellation of this Agreement will not relieve the parties from the requirements of this subparagraph. C. Neither party to this Agreement will, as principal, purchase any Shares from a customer at a price lower than the net asset value next determined by or for the Fund that issued such Shares. Nothing in this subparagraph shall prevent Xxxxx Xxxxxx from selling Shares for a customer to you or to the Fund which issued such Shares at the net asset value then quoted by or for such Fund (less any applicable contingent deferred sales charge or other charges) and charging a fair commission or service fee for handling the transaction.
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NASD Regulation. The Company and its subsidiaries shall at all times from and after the date hereof to the Closing Date have been in compliance with all requirements of the NASD applicable to its business, except where the failure to be in compliance has not had a material adverse effect on the business, assets or prospects of the Company and its subsidiaries, taken as a whole.
Sample 1
NASD Regulation. Each party to this Agreement represents that it is a member of the National Association of Securities Dealers, Inc. ("NASD") and each party agrees to notify the other should it cease to be such a member. Termination of such membership shall terminate this Agreement and shall relieve you of your payment obligations under Paragraph 6 hereof. With respect to the sale of Shares hereunder, you and Xxxxx Xxxxxx agree to abide by the Conduct Rules of the NASD, including but not limited to the following: A. Xxxxx Xxxxxx shall not withhold placing customers orders for Shares so as to profit itself as a result of such withholding. Xxxxx Xxxxxx shall not purchase any Shares from you other than for its own investment or to cover purchase orders already received by it from its customers. B. If any Shares purchased by Xxxxx Xxxxxx are repurchased by the Fund which issued such Shares or by you for the account of that Fund, or are tendered for redemption, within seven (7) business days after confirmation by you of the original purchase order for such Shares, no compensation as set forth in Paragraph
Sample 1

Related to NASD Regulation

  • PRINCIPAL MARKET REGULATION The Company shall not issue any Put Shares, and the Investor shall not have the right to receive any Put Shares, if the issuance of such Put Shares would exceed the aggregate number of shares of Common Stock which the Company may issue without breaching the Company’s obligations under the rules or regulations of the Principal Market (the “Exchange Cap”).

  • Rule 144 Sales (a) The Company covenants that it will file the reports required to be filed by the Company under the Securities Act and the Exchange Act, so as to enable any Holder to sell Registrable Securities pursuant to Rule 144 under the Securities Act. (b) In connection with any sale, transfer or other disposition by any Holder of any Registrable Securities pursuant to Rule 144 under the Securities Act, the Company shall cooperate with such Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any Securities Act legend, and enable certificates for such Registrable Securities to be for such number of shares and registered in such names as the selling Holders may reasonably request at least two business days prior to any sale of Registrable Securities.

  • REGULATION GG Each Fund represents and warrants that it does not engage in an “Internet gambling business,” as such term is defined in Section 233.2(r) of Federal Reserve Regulation GG (12 CFR 233) and covenants that it shall not engage in an Internet gambling business. In accordance with Regulation GG, each Fund is hereby notified that “restricted transactions,” as such term is defined in Section 233.2(y) of Regulation GG, are prohibited in any dealings with the Custodian pursuant to this Agreement or otherwise between or among any party hereto.

  • NASD AFFILIATION Are you affiliated or associated with an NASD member firm (please check one): Yes _________ No __________ If Yes, please describe: _________________________________________________________ _________________________________________________________ _________________________________________________________ *If Subscriber is a Registered Representative with an NASD member firm, have the following acknowledgment signed by the appropriate party: The undersigned NASD member firm acknowledges receipt of the notice required by Article 3, Sections 28(a) and (b) of the Rules of Fair Practice. _________________________________ Name of NASD Member Firm By: ______________________________ Authorized Officer Date: ____________________________

  • Not a Public Offering If you are resident outside the U.S., the grant of the Option is not intended to be a public offering of securities in your country of residence (or country of employment, if different). The Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the grant of the Option is not subject to the supervision of the local securities authorities.

  • Rule 144 Sale Notwithstanding anything contained in this Section 5 to the contrary, the Company shall have no obligation pursuant to Sections 5.1 or 5.2 for the registration of Registrable Securities held by any Holder (i) where such Holder would then be entitled to sell under Rule 144 within any three-month period (or such other period prescribed under Rule 144 as may be provided by amendment thereof) all of the Registrable Securities then held by such Holder, and (ii) where the number of Registrable Securities held by such Holder is within the volume limitations under paragraph (e) of Rule 144 (calculated as if such Holder were an affiliate within the meaning of Rule 144).

  • NASD Clearance By the Effective Date, the Representative shall have received clearance from the NASD as to the amount of compensation allowable or payable to the Underwriters as described in the Registration Statement.

  • FINRA The Company shall advise the Representative (who shall make an appropriate filing with FINRA) if it is or becomes aware that (i) any officer or director of the Company, (ii) any beneficial owner of 5% or more of any class of the Company’s securities or (iii) any beneficial owner of the Company’s unregistered equity securities which were acquired during the 180 days immediately preceding the filing of the Registration Statement is or becomes an affiliate or associated person of a FINRA member participating in the Offering (as determined in accordance with the rules and regulations of FINRA).

  • Regulation D Offering Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law.

  • Rules 144 and 144A and Regulation S The Company shall file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Holder, make publicly available such necessary information for so long as necessary to permit sales that would otherwise be permitted by this Agreement pursuant to Rule 144, Rule 144A or Regulation S under the Securities Act, as such rules may be amended from time to time or any similar rule or regulation hereafter adopted by the SEC), and it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without Registration under the Securities Act in transactions that would otherwise be permitted by this Agreement and within the limitation of the exemptions provided by (i) Rule 144, Rule 144A or Regulation S under the Securities Act, as such rules may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements and, if not, the specifics thereof.

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