NASD Rule 2710 Sample Clauses

NASD Rule 2710 is a regulatory provision that governs the underwriting terms and arrangements for public offerings of securities by members of the National Association of Securities Dealers (now FINRA). The rule sets standards for compensation, disclosure, and permissible arrangements between underwriters and issuers, including limits on underwriting fees and requirements for the disclosure of conflicts of interest. For example, it restricts certain types of compensation and mandates that all underwriting arrangements be reviewed and approved by the regulatory body before the offering proceeds. The core function of this rule is to protect investors by ensuring fair and transparent underwriting practices, thereby preventing excessive fees and conflicts of interest in securities offerings.
NASD Rule 2710. The Company is aware that the Corporate Financing Rule 2710 (“NASD Rule 2710") of the National Association of Securities Dealers (“NASD”) is or may become applicable to the transactions contemplated by the Transaction Agreements or to the sale by a Holder of any of the Securities. If NASD Rule 2710 is so applicable, the Company shall, to the extent required by such rule, timely make any filings and cooperate with any broker or selling stockholder in respect of any consents, authorizations or approvals that may be necessary for the NASD to timely and expeditiously permit the stockholder to sell the securities.
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NASD Rule 2710. With respect to the compensation to be paid to the Underwriter under this Agreement, such compensation arrangements are exempt from the filing requirements of NASD Rule 2710 because the Company has met and continues to meet the pre-1992 eligibility requirements for the use of the Registration Statement on Form S-3 in connection with the Offering contemplated thereby and hereby. Further, the Offered Shares meet the "actively traded securities" definition contained in NASD Rule IM-2110-1(7), namely, that the Offered Shares have an ADTV value of at least $1 million and are issued by an issuer whose common equity securities have a public float value of at least $150 million. Additionally, the Company has been continuously subject to and fulfilled the reporting requirements under the Exchange Act for a period of 36 months. As used in this Section 2(kk), "ADTV" means the worldwide average daily trading volume during the two full calendar months immediately preceding, or any 60 consecutive calendar days ending within the 10 calendar days preceding, the filing of a registration statement; or, if there is no registration statement or if the distribution involves the sale of securities on a delayed basis pursuant to Rule 415 of the Securities Act, two full calendar months immediately receding, or any consecutive 60 calendar days ending within the 10 calendar days preceding, the determination of the offering price.
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Related to NASD Rule 2710

  • FINRA The Company shall advise the Representative (who shall make an appropriate filing with FINRA) if it is aware that any 10% or greater stockholder of the Company becomes an affiliate or associated person of a FINRA member participating in the distribution of the Public Securities.

  • NASD The Company shall advise the NASD if it is aware that any 5% or greater stockholder of the Company becomes an affiliate or associated person of an NASD member participating in the distribution of the Company's Public Securities.

  • 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: ____________________________

  • Insiders’ NASD Affiliation Based on questionnaires distributed to such persons, except as set forth on Schedule 2.18.4, no officer, director or any beneficial owner of the Company's unregistered securities has any direct or indirect affiliation or association with any NASD member. The Company will advise the Representative and its counsel if it learns that any officer, director or owner of at least 5% of the Company's outstanding Common Stock is or becomes an affiliate or associated person of an NASD member participating in the offering.

  • Sales Commission You shall be entitled to charge a sales commission on the sale or redemption, as appropriate, of each series and class of each Fund’s Shares in the amount of any initial, deferred or contingent deferred sales charge as set forth in our then effective prospectus. You may allow any sub-agents or dealers such commissions or discounts from and not exceeding the total sales commission as you shall deem advisable, so long as any such commissions or discounts are set forth in our current prospectus to the extent required by the applicable Federal and State securities laws. You may also make payments to sub-agents or dealers from your own resources, subject to the following conditions: (a) any such payments shall not create any obligation for or recourse against the Fund or any series or class, and (b) the terms and conditions of any such payments are consistent with our prospectus and applicable Federal and State securities laws and are disclosed in our prospectus or statement of additional information to the extent such laws may require.