The Managing Broker. Dealer hereby represents and warrants as of the Effective Date to the Company that none of the Managing Broker-Dealer nor any of its executive officers, directors, general partners, managing members, or officers involved in the Offering or persons who own 20% or more of the Managing Broker-Dealer: 5.10.1 Has been convicted, within 10 years of the Effective Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any security; (b) Involving or making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 5.10.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before the Effective Date, that restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 5.10.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of the Effective Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities. (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before the Effective Date. 5.10.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Exchange Act or section 203(e) or (f) of the Investment Advisers Act that, as of the Effective Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any xxxxx stock. 5.10.5 Is subject to any order of the SEC entered within 5 years before the Effective Date, as of the date hereof, that orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 5.10.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade; 5.10.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of the Effective Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, on the Effective Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 5.10.8 Is subject to a United States Postal Service false representation order entered within 5 years before the Effective Date, or is, on the Effective Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. The representations and warranties made in this Section 5 are and shall be continuing representations and warranties throughout the term of the Offering. In the event that any of these representations or warranties become untrue, the Managing Broker-Dealer will immediately notify the Company in writing of the fact which makes the representation or warranty untrue.
Appears in 4 contracts
Samples: Managing Broker Dealer Agreement (Cottonwood Multifamily Reit Ii, Inc.), Managing Broker Dealer Agreement (Cottonwood Multifamily Reit Ii, Inc.), Managing Broker Dealer Agreement (Cottonwood Multifamily Reit Ii, Inc.)
The Managing Broker. Dealer hereby represents and warrants as of the Effective Date to the Company as of any Effective Date that none of the Managing Broker-Dealer nor any of its executive officers, directors, general partners, managing members, or officers involved participating in the Offering or persons who own 20% or more of the Managing Broker-Dealer:
5.10.1 Has been convicted, within 10 years of the any Effective Date of any felony or misdemeanor that was:
(a) In connection with the purchase or sale of any security;
(b) Involving or making of any false filing with the SEC; or
(c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities.
5.10.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before the any Effective Date, that restrains or enjoins such person from engaging or continuing in any conduct or practice:
(a) In connection with the purchase or sale of any security;
(b) Involving the making of any false filing with the SEC; or
(c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities.
5.10.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that:
(a) As of the any Effective Date, bars the person from:
(i) Association with an entity regulated by such commission, authority, agency or officer;
(ii) Engaging in the business of securities, insurance or banking; or
(iii) Engaging in savings association or credit union activities.
(b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before the any Effective Date.
5.10.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Exchange Act or section 203(e) or (f) of the Investment Advisers Act that, as of the any Effective Date:
(a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor;
(b) Places limitations on the activities, functions or operations of such person; or
(c) Bars such person from being associated with any entity or from participating in the offering of any xxxxx pxxxx stock.
5.10.5 Is subject to any order of the SEC entered within 5 years before the any Effective Date, that, as of the date hereofsuch Effective Date, that orders the person to cease and desist from committing or causing a violation or future violation of:
(a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or
(b) Section 5 of the Securities Act.
5.10.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade;
5.10.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of the any Effective Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, on the as of any Effective Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued.
5.10.8 Is subject to a United States Postal Service false representation order entered within 5 years before the any Effective Date, or is, on the as of any Effective Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. The representations and warranties made in this Section 5 are and shall be continuing representations and warranties throughout the term of the Offering. In the event that any of these representations or warranties become untrue, the Managing Broker-Dealer will immediately notify the Company in writing of the fact which makes the representation or warranty untrue.
Appears in 2 contracts
Samples: Managing Broker Dealer Agreement (Cottonwood Multifamily Opportunity Fund, Inc.), Managing Broker Dealer Agreement (Cottonwood Multifamily Development REIT I, Inc.)
The Managing Broker. Dealer hereby represents and warrants as of the Effective Date to the Company that none of the Managing Broker-Dealer nor any of its executive officers, directors, general partners, managing members, or officers involved in the Offering or persons who own 20% or more of the Managing Broker-Dealer:
5.10.1 Has been convicted, within 10 years of the Effective Date of any felony or misdemeanor that was:
(a) In connection with the purchase or sale of any security;
(b) Involving or making of any false filing with the SEC; or
(c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities.
5.10.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before the Effective Date, that restrains or enjoins such person from engaging or continuing in any conduct or practice:
(a) In connection with the purchase or sale of any security;
(b) Involving the making of any false filing with the SEC; or
(c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities.
5.10.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that:
(a) As of the Effective Date, bars the person from:
(i) Association with an entity regulated by such commission, authority, agency or officer;
(ii) Engaging in the business of securities, insurance or banking; or
(iii) Engaging in savings association or credit union activities.
(b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before the Effective Date.
5.10.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Exchange Act or section 203(e) or (f) of the Investment Advisers Act that, as of the Effective Date:
(a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor;
(b) Places limitations on the activities, functions or operations of such person; or
(c) Bars such person from being associated with any entity or from participating in the offering of any xxxxx stock.
5.10.5 Is subject to any order of the SEC entered within 5 years before the Effective Date, as of the date hereof, that orders the person to cease and desist from committing or causing a violation or future violation of:
(a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or
(b) Section 5 of the Securities Act.
5.10.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade;
5.10.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of the Effective Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, on the Effective Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued.
5.10.8 Is subject to a United States Postal Service false representation order entered within 5 years before the Effective Date, or is, on the Effective Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. The representations and warranties made in this Section 5 are and shall be continuing representations and warranties throughout the term of the Offering. In the event that any of these representations or warranties become untrue, the Managing Broker-Dealer will immediately notify the Company in writing of the fact which makes the representation or warranty untrue.
Appears in 1 contract
Samples: Managing Broker Dealer Agreement