Transactions Affecting Disclosure to Nasd. 2.18.1 Except as described in the Preliminary Prospectus and/or the Prospectus, there are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any Initial Stockholder with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or, to the Company’s knowledge, any Initial Stockholder that may affect the Underwriters’ compensation, as determined by the National Association of Securities Dealers, Inc. (the “NASD”). 2.18.2 The Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any NASD member; or (iii) to any person or entity that has any direct or indirect affiliation or association with any NASD member, within the twelve months prior to the Effective Date, other than payments to Maxim. 2.18.3 No officer, director, or beneficial owner of any class of the Company’s securities (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”) is a member, a person associated, or affiliated with a member of the NASD. 2.18.4 No Company Affiliate is an owner of stock or other securities of any member of the NASD (other than securities purchased on the open market). 2.18.5 No Company Affiliate has made a subordinated loan to any member of the NASD. 2.18.6 No proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Securities will be paid to any NASD member, or any persons associated or affiliated with a member of the NASD, except as specifically authorized herein and in the Subscription Agreement. 2.18.7 Except with respect to Maxim, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a potential underwriter in the Offering or a related person (as defined by NASD rules) of such an underwriter within the 180-day period prior to the initial filing date of the Registration Statement. 2.18.8 No person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement has any relationship or affiliation or association with any member of the NASD. 2.18.9 No NASD member intending to participate in the Offering has a conflict of interest with the Company. For this purpose, a “conflict of interest” exists when a member of the NASD and its associated persons, parent or affiliates in the aggregate beneficially own 10% or more of the Company’s outstanding subordinated debt or common equity, or 10% or more of the Company’s preferred equity. “Members participating in the Offering” include managing agents, syndicate group members and all dealers which are members of the NASD. 2.18.10 Except with respect to Maxim in connection with the Offering, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement, which arrangement or agreement provides for the receipt of any item of value and/or the transfer of any warrants, options, or other securities from the Company to an NASD member, any person associated with a member (as defined by NASD rules), any potential underwriters in the Offering and any related persons.
Appears in 4 contracts
Samples: Underwriting Agreement (Pinpoint Advance CORP), Underwriting Agreement (Asia Special Situation Acquisition Corp), Underwriting Agreement (Asia Special Situation Acquisition Corp)
Transactions Affecting Disclosure to Nasd. 2.18.1 2.18.1. Except as described in the Preliminary Prospectus and/or the Prospectus, there are no claims, payments, arrangements, contracts, agreements or understandings relating to the payment of a brokerage commission or finder’s, consulting consulting, origination or origination similar fee by the Company or any Initial Stockholder with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or, to the Company’s knowledge, or any Initial Stockholder that may affect the Underwriters’ compensation, as determined by the National Association of Securities Dealers, Inc. (the “NASD”).
2.18.2 2.18.2. The Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any NASD member; or (iii) to any person or entity that has any direct or indirect affiliation or association with any NASD member, within the twelve months prior to the Effective Date, other than payments to MaximXxxx Capital.
2.18.3 2.18.3. No officer, director, or beneficial owner of any class of the Company’s securities (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”) is a member, a person associated, or affiliated with a member of the NASD.
2.18.4 2.18.4. No Company Affiliate is an owner of stock or other securities of any member of the NASD (other than securities purchased on the open market).
2.18.5 2.18.5. No Company Affiliate has made a subordinated loan to any member of the NASD.
2.18.6 2.18.6. No proceeds from the sale of the Public Securities (excluding including underwriting compensation) or the Placement Securities will be paid to any NASD member, or any persons associated or affiliated with a member of the NASD, except as specifically authorized herein and in the Subscription Agreement.
2.18.7 Except with respect to Maxim, the 2.18.7. The Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a potential underwriter in the Offering or a related person (as defined by NASD rules) of such an underwriter within the 180-day period prior to the initial filing date of the Registration Statement.
2.18.8 2.18.8. No person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement has any relationship or affiliation or association with any member of the NASD.
2.18.9 2.18.9. No NASD member intending to participate in the Offering has a conflict of interest with the Company. For this purpose, a “conflict of interest” exists when a member of the NASD and and/or its associated persons, parent or affiliates in the aggregate beneficially own 10% or more of the Company’s outstanding subordinated debt or common equity, or 10% or more of the Company’s preferred equity. “Members participating in the Offering” include managing agents, syndicate group members and all dealers which are members of the NASD.
2.18.10 2.18.10. Except with respect to Maxim in connection with the OfferingXxxx Capital, the Company has not entered into any agreement or arrangement arrangements (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement, which arrangement or agreement provides for the receipt of any item of value and/or the transfer of any warrants, options, or other securities from the Company to an NASD member, any person associated with a member (as defined by NASD rules), any potential underwriters in the Offering and and/or any related persons.
Appears in 2 contracts
Samples: Underwriting Agreement (Echo Healthcare Acquisition Corp.), Underwriting Agreement (Echo Healthcare Acquisition Corp.)
Transactions Affecting Disclosure to Nasd. 2.18.1 2.18.1. Except as described in the Preliminary Prospectus and/or the Prospectus, there are no claims, payments, arrangements, contracts, agreements or understandings relating to the payment of a brokerage commission or finder’s's, consulting consulting, origination or origination similar fee by the Company or any Initial Stockholder with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or, to the Company’s knowledge, or any Initial Stockholder that may affect the Underwriters’ ' compensation, as determined by the National Association of Securities Dealers, Inc. (the “"NASD”").
2.18.2 2.18.2. The Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s 's fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any NASD member; or (iii) to iii)to any person or entity that has any direct or indirect affiliation or association with any NASD member, within the twelve months prior to the Effective Date, other than payments to Maxim.
2.18.3 2.18.3. No officer, director, or beneficial owner of any class of the Company’s 's securities (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a “"Company Affiliate”") is a member, a person associated, or affiliated with a member of the NASD.
2.18.4 2.18.4. No Company Affiliate is an owner of stock or other securities of any member of the NASD (other than securities purchased on the open market).
2.18.5 2.18.5. No Company Affiliate has made a subordinated loan to any member of the NASD.
2.18.6 2.18.6. No proceeds from the sale of the Public Securities (excluding including underwriting compensation) or the Placement Securities will be paid to any NASD member, or any persons associated or affiliated with a member of the NASD, except as specifically authorized herein and in the Subscription Agreement.
2.18.7 2.18.7. Except with respect to Maxim, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a potential underwriter in the Offering or a related person (as defined by NASD rules) of such an underwriter within the 180-day period prior to the initial filing date of the Registration Statement.
2.18.8 2.18.8. No person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement has any relationship or affiliation or association with any member of the NASD.
2.18.9 2.18.9. No NASD member intending to participate in the Offering has a conflict of interest with the Company. For this purpose, a “"conflict of interest” " exists when a member of the NASD and and/or its associated persons, parent or affiliates in the aggregate beneficially own 10% or more of the Company’s 's outstanding subordinated debt or common equity, or 10% or more of the Company’s 's preferred equity. “"Members participating in the Offering” " include managing agents, syndicate group members and all dealers which are members of the NASD.
2.18.10 2.18.10. Except with respect to Maxim in connection with the OfferingMaxim, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement, which arrangement or agreement provides for the receipt of any item of value and/or the transfer of any warrants, options, or other securities from the Company to an NASD member, any person associated with a member (as defined by NASD rules), any potential underwriters in the Offering and and/or any related persons.
Appears in 2 contracts
Samples: Underwriting Agreement (Key Hospitality Acquisition CORP), Underwriting Agreement (Key Hospitality Acquisition CORP)
Transactions Affecting Disclosure to Nasd. 2.18.1 2.18.1. Except as described in the Sale Preliminary Prospectus and/or and the Prospectus, there are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any Initial Stockholder with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or, to the Company’s knowledge, any Initial Stockholder that may affect the Underwriters’ compensation, as determined by the National Association of Securities Dealers, Inc. (the “NASD”).
2.18.2 2.18.2. The Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any NASD member; or (iii) to any person or entity that has any direct or indirect affiliation or association with any NASD member, within the twelve months prior to the Effective Date, other than payments to MaximMaxim in connection with the Offering.
2.18.3 2.18.3. No officer, director, or beneficial owner of any class of the Company’s securities (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”) is a member, a person associated, or affiliated with a member of the NASD.
2.18.4 2.18.4. No Company Affiliate is an owner of stock or other securities of any member of the NASD (other than securities purchased on the open market).
2.18.5 2.18.5. No Company Affiliate has made a subordinated loan to any member of the NASD.
2.18.6 2.18.6. No proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Securities will be paid to any NASD member, or any persons associated or affiliated with a member of the NASD, except as specifically authorized herein and in the Subscription Placement Unit Purchase Agreement.
2.18.7 2.18.7. Except with respect to Maxim, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a potential underwriter in the Offering or a related person (as defined by NASD rules) of such an underwriter within the 180-day period prior to the initial filing date of the Registration Statement.
2.18.8 2.18.8. No person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement has any relationship or affiliation or association with any member of the NASD.
2.18.9 2.18.9. No NASD member intending to participate in the Offering has a conflict of interest with the Company. For this purpose, a “conflict of interest” exists when a member of the NASD and and/or its associated persons, parent or affiliates in the aggregate beneficially own 10% or more of the Company’s outstanding subordinated debt or common equity, or 10% or more of the Company’s preferred equity. “Members participating in the Offering” include managing agents, syndicate group members and all dealers which are members of the NASD.
2.18.10 2.18.10. Except with respect to Maxim in connection with the OfferingOffering and the Private Placement, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement, which arrangement or agreement provides for the receipt of any item of value and/or the transfer or issuance of any warrants, options, or other securities from the Company to an NASD member, any person associated with a member (as defined by NASD rules), any potential underwriters in the Offering and and/or any related persons.
Appears in 1 contract
Samples: Underwriting Agreement (Energy Infrastructure Acquisition Corp.)
Transactions Affecting Disclosure to Nasd. 2.18.1 Except as described in the Preliminary Prospectus and/or the Prospectus, there are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any Initial Stockholder with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or, to the Company’s knowledge, any Initial Stockholder that may affect the Underwriters’ compensation, as determined by the National Association of Securities Dealers, Inc. (the “NASD”).
2.18.2 The Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any NASD member; or (iii) to any person or entity that has any direct or indirect affiliation or association with any NASD member, within the twelve months prior to the Effective Date, other than payments to Maxim.
2.18.3 No officer, director, or beneficial owner of any class of the Company’s securities (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”) is a member, a person associated, or affiliated with a member of the NASD.
2.18.4 No Company Affiliate is an owner of stock or other securities of any member of the NASD (other than securities purchased on the open market).
2.18.5 No Company Affiliate has made a subordinated loan to any member of the NASD.
2.18.6 No proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Securities will be paid to any NASD member, or any persons associated or affiliated with a member of the NASD, except as specifically authorized herein and in the Subscription Agreementherein.
2.18.7 Except with respect to Maxim, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a potential underwriter in the Offering or a related person (as defined by NASD rules) of such an underwriter within the 180-day period prior to the initial filing date of the Registration Statement.
2.18.8 No person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement has any relationship or affiliation or association with any member of the NASD.
2.18.9 No NASD member intending to participate in the Offering has a conflict of interest with the Company. For this purpose, a “conflict of interest” exists when a member of the NASD and and/or its associated persons, parent or affiliates in the aggregate beneficially own 10% or more of the Company’s outstanding subordinated debt or common equity, or 10% or more of the Company’s preferred equity. “Members participating in the Offering” include managing agents, syndicate group members and all dealers which are members of the NASD.
2.18.10 Except with respect to Maxim in connection with the Offering, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement, which arrangement or agreement provides for the receipt of any item of value and/or the transfer of any warrants, options, or other securities from the Company to an NASD member, any person associated with a member (as defined by NASD rules), any potential underwriters in the Offering and and/or any related persons.
Appears in 1 contract
Transactions Affecting Disclosure to Nasd. 2.18.1 2.18.1. Except as described in the Preliminary Prospectus and/or the Prospectus, there are no claims, payments, arrangements, contracts, agreements or understandings relating to the payment of a brokerage commission or finder’s, consulting consulting, origination or origination similar fee by the Company or any Initial Stockholder with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or, to the Company’s knowledge, or any Initial Stockholder that may affect the Underwriters’ compensation, as determined by the National Association of Securities Dealers, Inc. (the “NASD”).
2.18.2 2.18.2. The Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any NASD member; or (iii) to iii)to any person or entity that has any direct or indirect affiliation or association with any NASD member, within the twelve months prior to the Effective Date, other than payments to Maxim.
2.18.3 2.18.3. No officer, director, or beneficial owner of any class of the Company’s securities (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”) is a member, a person associated, or affiliated with a member of the NASD.
2.18.4 2.18.4. No Company Affiliate is an owner of stock or other securities of any member of the NASD (other than securities purchased on the open market).
2.18.5 2.18.5. No Company Affiliate has made a subordinated loan to any member of the NASD.
2.18.6 2.18.6. No proceeds from the sale of the Public Securities (excluding including underwriting compensation) or the Placement Securities will be paid to any NASD member, or any persons associated or affiliated with a member of the NASD, except as specifically authorized herein and in the Subscription Agreement.
2.18.7 2.18.7. Except with respect to Maxim, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a potential underwriter in the Offering or a related person (as defined by NASD rules) of such an underwriter within the 180-day period prior to the initial filing date of the Registration Statement.
2.18.8 2.18.8. No person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement has any relationship or affiliation or association with any member of the NASD.
2.18.9 2.18.9. No NASD member intending to participate in the Offering has a conflict of interest with the Company. For this purpose, a “conflict of interest” exists when a member of the NASD and and/or its associated persons, parent or affiliates in the aggregate beneficially own 10% or more of the Company’s outstanding subordinated debt or common equity, or 10% or more of the Company’s preferred equity. “Members participating in the Offering” include managing agents, syndicate group members and all dealers which are members of the NASD.
2.18.10 2.18.10. Except with respect to Maxim in connection with the OfferingMaxim, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement, which arrangement or agreement provides for the receipt of any item of value and/or the transfer of any warrants, options, or other securities from the Company to an NASD member, any person associated with a member (as defined by NASD rules), any potential underwriters in the Offering and and/or any related persons.
Appears in 1 contract
Samples: Underwriting Agreement (Key Hospitality Acquisition CORP)
Transactions Affecting Disclosure to Nasd. 2.18.1 2.18.1. Except as described in the Sale Preliminary Prospectus and/or and the Prospectus, there are no claims, payments, arrangements, contracts, agreements or understandings relating to the payment of a brokerage commission or finder’s, consulting consulting, origination or origination similar fee by the Company or any Initial Stockholder with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or, to the Company’s knowledge, or any Initial Stockholder that may affect the Underwriters’ compensation, as determined by the National Association of Securities Dealers, Inc. (the “NASD”).
2.18.2 2.18.2. The Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any NASD member; or (iii) to any person or entity that has any direct or indirect affiliation or association with any NASD member, within the twelve months prior to the Effective Date, other than payments to MaximMaxim in connection with the Offering.
2.18.3 2.18.3. No officer, director, director or beneficial owner of any class of the Company’s securities (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”) is a member, member of or a person associated, associated or affiliated with a member of of, the NASD.
2.18.4 2.18.4. No Company Affiliate is an owner of stock or other securities of any member of the NASD (other than securities purchased on the open market).
2.18.5 2.18.5. No Company Affiliate has made a subordinated loan to any member of the NASD.
2.18.6 2.18.6. No proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Securities will be paid to any NASD member, or any persons associated or affiliated with a member of the NASD, except as specifically authorized herein and the Placement Unit Purchase Agreement and except as may be paid in connection with a Business Combination as contemplated by the Subscription AgreementSale Preliminary Prospectus and the Prospectus.
2.18.7 Except with respect to Maxim, the 2.18.7. The Company has not issued any warrants or other securities, or granted any options, directly or indirectly indirectly, to anyone who is a potential underwriter in the Offering or a related person (as defined by NASD rules) of such an underwriter within the 180-day period prior to the initial filing date of the Registration Statement.
2.18.8 2.18.8. No person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement has any relationship or affiliation or association with any member of the NASD.
2.18.9 2.18.9. No NASD member intending to participate in the Offering has a conflict of interest with the Company. For this purpose, a “conflict of interest” exists when a member of the NASD and and/or its associated persons, parent or affiliates in the aggregate beneficially own 10% or more of the Company’s outstanding subordinated debt or common equity, or 10% or more of the Company’s preferred equity. “Members participating in the Offering” include managing agents, syndicate group members and all dealers which are members of the NASD.
2.18.10 Except with respect to Maxim in connection with the Offering, the 2.18.10. The Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement, which arrangement or agreement provides for the receipt of any item of value and/or the transfer of any warrants, options, or other securities from the Company to an NASD member, any person associated with a member (as defined by NASD rules), any potential underwriters in the Offering and and/or any related persons, other than the arrangements the Company has entered into with Maxim in connection with the Offering and the Private Placement.
Appears in 1 contract
Samples: Underwriting Agreement (Star Maritime Acquisition Corp.)
Transactions Affecting Disclosure to Nasd. 2.18.1 2.18.1. Except as described in the Sale Preliminary Prospectus and/or and the Prospectus, there are no claims, payments, arrangements, contracts, agreements or understandings relating to the payment of a brokerage commission or finder’s, consulting consulting, origination or origination similar fee by the Company or any Initial Stockholder with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or, to the Company’s knowledge, or any Initial Stockholder that may affect the Underwriters’ compensation, as determined by the National Association of Securities Dealers, Inc. (the “NASD”).
2.18.2 2.18.2. The Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any NASD member; or (iii) to any person or entity that has any direct or indirect affiliation or association with any NASD member, within the twelve months prior to the Effective Date, other than payments to MaximMaxim in connection with the Offering.
2.18.3 2.18.3. No officer, director, director or beneficial owner of any class of the Company’s securities (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”) is a member, member of or a person associated, associated or affiliated with a member of of, the NASD.
2.18.4 2.18.4. No Company Affiliate is an owner of stock or other securities of any member of the NASD (other than securities purchased on the open market).
2.18.5 2.18.5. No Company Affiliate has made a subordinated loan to any member of the NASD.
2.18.6 2.18.6. No proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Securities will be paid to any NASD member, or any persons associated or affiliated with a member of the NASD, except as specifically authorized herein and except as may be paid in connection with a Business Combination as contemplated by the Subscription AgreementSale Preliminary Prospectus and the Prospectus.
2.18.7 Except with respect to Maxim, the 2.18.7. The Company has not issued any warrants or other securities, or granted any options, directly or indirectly indirectly, to anyone who is a potential underwriter in the Offering or a related person (as defined by NASD rules) of such an underwriter within the 180-day period prior to the initial filing date of the Registration Statement.
2.18.8 2.18.8. No person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement has any relationship or affiliation or association with any member of the NASD.
2.18.9 2.18.9. No NASD member intending to participate in the Offering has a conflict of interest with the Company. For this purpose, a “conflict of interest” exists when a member of the NASD and and/or its associated persons, parent or affiliates in the aggregate beneficially own 10% or more of the Company’s outstanding subordinated debt or common equity, or 10% or more of the Company’s preferred equity. “Members participating in the Offering” include managing agents, syndicate group members and all dealers which are members of the NASD.
2.18.10 Except with respect to Maxim in connection with the Offering, the 2.18.10. The Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement, which arrangement or agreement provides for the receipt of any item of value and/or the transfer of any warrants, options, or other securities from the Company to an NASD member, any person associated with a member (as defined by NASD rules), any potential underwriters in the Offering and and/or any related persons, other than the arrangements the Company has entered into with Maxim in connection with the Offering.
Appears in 1 contract
Samples: Underwriting Agreement (Star Maritime Acquisition Corp.)
Transactions Affecting Disclosure to Nasd. 2.18.1 2.18.1. Except as described in the Preliminary Prospectus and/or the Prospectus, there are no claims, payments, arrangements, contracts, agreements or understandings relating to the payment of a brokerage commission or finder’s, consulting consulting, origination or origination similar fee by the Company or any Initial Stockholder with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or, to the Company’s knowledge, or any Initial Stockholder that may affect the Underwriters’ compensation, as determined by the National Association of Securities Dealers, Inc. (the “NASD”).
2.18.2 2.18.2. The Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any NASD member; or (iii) to any person or entity that has any direct or indirect affiliation or association with any NASD member, within the twelve months prior to the Effective Date, other than payments to MaximXxxx Capital.
2.18.3 2.18.3. No officer, director, or beneficial owner of any class of the Company’s securities (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”) is a member, a person associated, or affiliated with a member of the NASD.
2.18.4 2.18.4. No Company Affiliate is an owner of stock or other securities of any member of the NASD (other than securities purchased on the open market).
2.18.5 2.18.5. No Company Affiliate has made a subordinated loan to any member of the NASD.
2.18.6 2.18.6. No proceeds from the sale of the Public Securities (excluding including underwriting compensation) or the Placement Securities will be paid to any NASD member, or any persons associated or affiliated with a member of the NASD, except as specifically authorized herein and in the Subscription Agreement.
2.18.7 Except with respect to Maxim, the 2.18.7. The Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a potential underwriter in the Offering or a related person (as defined by NASD rules) of such an underwriter within the 180-day period , 2005 prior to the initial filing date of the Registration Statement.
2.18.8 2.18.8. No person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement has any relationship or affiliation or association with any member of the NASD.
2.18.9 2.18.9. No NASD member intending to participate in the Offering has a conflict of interest with the Company. For this purpose, a “conflict of interest” exists when a member of the NASD and and/or its associated persons, parent or affiliates in the aggregate beneficially own 10% or more of the Company’s outstanding subordinated debt or common equity, or 10% or more of the Company’s preferred equity. “Members participating in the Offering” include managing agents, syndicate group members and all dealers which are members of the NASD.
2.18.10 2.18.10. Except with respect to Maxim in connection with the OfferingXxxx Capital, the Company has not entered into any agreement or arrangement arrangements (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement, which arrangement or agreement provides for the receipt of any item of value and/or the transfer of any warrants, options, or other securities from the Company to an NASD member, any person associated with a member (as defined by NASD rules), any potential underwriters in the Offering and and/or any related persons.
Appears in 1 contract
Samples: Underwriting Agreement (Boulder Specialty Brands, Inc.)
Transactions Affecting Disclosure to Nasd. 2.18.1 Except as described in the Preliminary Prospectus and/or the Prospectus, there are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any Initial Stockholder with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or, to the Company’s knowledge, any Initial Stockholder that may affect the Underwriters’ compensation, as determined by the National Association of Securities Dealers, Inc. (the “NASD”).
2.18.2 The Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any NASD member; or (iii) to any person or entity that has any direct or indirect affiliation or association with any NASD member, within the twelve months prior to the Effective Date, other than payments to Maxim.
2.18.3 No officer, director, or beneficial owner of any class of the Company’s securities (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”) is a member, a person associated, or affiliated with a member of the NASD.
2.18.4 No Company Affiliate is an owner of stock or other securities of any member of the NASD (other than securities purchased on the open market).
2.18.5 No Company Affiliate has made a subordinated loan to any member of the NASD.
2.18.6 No proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Securities will be paid to any NASD member, or any persons associated or affiliated with a member of the NASD, except as specifically authorized herein and in the Subscription Placement Unit Purchase Agreement.
2.18.7 Except with respect to Maxim, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a potential underwriter in the Offering or a related person (as defined by NASD rules) of such an underwriter within the 180-day period prior to the initial filing date of the Registration Statement.
2.18.8 No person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement has any relationship or affiliation or association with any member of the NASD.
2.18.9 No NASD member intending to participate in the Offering has a conflict of interest with the Company. For this purpose, a “conflict of interest” exists when a member of the NASD and and/or its associated persons, parent or affiliates in the aggregate beneficially own 10% or more of the Company’s outstanding subordinated debt or common equity, or 10% or more of the Company’s preferred equity. “Members participating in the Offering” include managing agents, syndicate group members and all dealers which are members of the NASD.
2.18.10 Except with respect to Maxim in connection with the OfferingOffering and the Private Placement, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement, which arrangement or agreement provides for the receipt of any item of value and/or the transfer of any warrants, options, or other securities from the Company to an NASD member, any person associated with a member (as defined by NASD rules), any potential underwriters in the Offering and and/or any related persons.
Appears in 1 contract
Samples: Underwriting Agreement (Industrial Services Acquisition Corp.)
Transactions Affecting Disclosure to Nasd. 2.18.1 Except as described in the Preliminary Prospectus and/or the Prospectus, there are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any Initial Stockholder with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or, to the Company’s knowledge, any Initial Stockholder that may affect the Underwriters’ compensation, as determined by the National Association of Securities Dealers, Inc. (the “NASD”).
2.18.2 The Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any NASD member; or (iii) to any person or entity that has any direct or indirect affiliation or association with any NASD member, within the twelve months prior to the Effective Date, other than payments to Maxim.
2.18.3 No officer, director, or beneficial owner of any class of the Company’s securities (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”) is a member, a person associated, or affiliated with a member of the NASD.
2.18.4 No Company Affiliate is an owner of stock or other securities of any member of the NASD (other than securities purchased on the open market).
2.18.5 No Company Affiliate has made a subordinated loan to any member of the NASD.
2.18.6 No proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Securities will be paid to any NASD member, or any persons associated or affiliated with a member of the NASD, except as specifically authorized herein and in the Subscription Placement Warrant Purchase Agreement.
2.18.7 Except with respect to Maxim, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a potential underwriter in the Offering or a related person (as defined by NASD rules) of such an underwriter within the 180-day period prior to the initial filing date of the Registration Statement.
2.18.8 No person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement has any relationship or affiliation or association with any member of the NASD.
2.18.9 No NASD member intending to participate in the Offering has a conflict of interest with the Company. For this purpose, a “conflict of interest” exists when a member of the NASD and and/or its associated persons, parent or affiliates in the aggregate beneficially own 10% or more of the Company’s outstanding subordinated debt or common equity, or 10% or more of the Company’s preferred equity. “Members participating in the Offering” include managing agents, syndicate group members and all dealers which are members of the NASD.
2.18.10 Except with respect to Maxim in connection with the OfferingOffering and the Private Placement, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement, which arrangement or agreement provides for the receipt of any item of value and/or the transfer of any warrants, options, or other securities from the Company to an NASD member, any person associated with a member (as defined by NASD rules), any potential underwriters in the Offering and and/or any related persons.
Appears in 1 contract
Samples: Underwriting Agreement (Industrial Services Acquisition Corp.)