Compliance with NASD Rules. The Company hereby agrees that it will ensure that the Reserved Securities will be restricted as required by the National Association of Securities Dealers, Inc. (the "NASD") or the NASD rules from sale, transfer, assignment, pledge or hypothecation for a period of three months following the date of this Agreement. The Underwriters will notify the Company as to which persons will need to be so restricted. At the request of the Underwriters, the Company will direct the transfer agent to place a stop transfer restriction upon such securities for such period of time. Should the Company release, or seek to release, from such restrictions any of the Reserved Securities, the Company agrees to reimburse the Underwriters for any reasonable expenses (including, without limitation, legal expenses) they incur in connection with such release.
Compliance with NASD Rules. The Company hereby agrees that it will ensure that the Reserved Securities will be restricted as required by the NASD or the NASD rules from sale, transfer, assignment, pledge or hypothecation for a period of three months following the date of this Agreement. The Underwriters will notify the Company as to which persons will need to be so restricted. At the request of the Underwriters, the Company will direct the transfer agent to place a stop transfer restriction upon such securities for such period of time. Should the Company release, or seek to release, from such restrictions any of the Reserved Securities, the Company agrees to reimburse the Underwriters for any reasonable expenses (including without limitation, legal expenses) they incur in connection with such release.
Compliance with NASD Rules. The Company hereby agrees that it will ensure that the Reserved Securities will be restricted if required by the National Association of Securities Dealers, Inc. (the "NASD") or the NASD rules from sale, transfer, assignment, pledge or hypothecation for a period of three or five months, as the case may be, following the date of this Agreement. The Underwriters will notify the Company as to which persons will need to be so restricted. At the request of the Underwriters, the Company will direct the transfer agent to place a stop transfer restriction upon such securities for such period of time. Should the Company release, or seek to release, from such restrictions any of the Reserved Securities, the Company agrees to reimburse the Underwriters for any reasonable expenses (including, without limitation, legal expenses) they incur in connection with such release.
Compliance with NASD Rules. The Company hereby agrees -------------------------- that it will require that the holders of Reserved Securities execute lock- up agreements that provide that such securities will be restricted as required by the NASD or the NASD rules from sale, transfer, assignment, pledge or hypothecation for a period of three months following the date of this Agreement. The Underwriters will notify the Company in writing as to which persons will need to be so restricted. At the request of the Underwriters, the Company will direct the transfer agent to place a stop transfer restrictions upon such securities for such period of time.
Compliance with NASD Rules. With respect to persons purchasing Reserved Securities, the Underwriters will notify the Company as to which persons, if any, will need to be restricted from selling, transferring, assigning, pledging or hypothecating their Reserved Securities for a period of three months following the date of this Agreement as required by NASD Rule 2790. At the request of the Underwriters, the Company will direct the transfer agent to place a stop transfer restriction upon such securities for such period of time. Should the Company release, or seek to release, from such restrictions any of the Reserved Securities, the Company agrees to reimburse the Underwriters for any reasonable expenses (including, without limitation, legal expenses) they incur in connection with such release.
Compliance with NASD Rules. The Company will ensure that the Reserved Securities will be restricted as required by the NASD or the NASD rules from sale, transfer, assignment, pledge or hypothecation for a period of three months following the date of this Agreement. The Underwriters will notify the Company as to which Reserved Securities will need to be so restricted under applicable NASD rules. At the request of the Underwriters, the Company will direct the transfer agent to place a stop transfer restriction upon such securities for up to three months as specified by the Underwriters. Without the prior written consent of Xxxxxxx Xxxxx, the Company will not release any such stop transfer or any lock-up agreement entered into for the purpose of complying with NASD rules and requirements. Should the Company release, or seek to release, any of the Reserved Securities from the foregoing restrictions, the Company agrees to reimburse the Underwriters for any reasonable expenses (including, without limitation, legal expenses) they incur in connection with such release.
Compliance with NASD Rules. AFD will comply with the requirements of any applicable state broker-dealer regulations and the 1934 Act and shall conduct its affairs in accordance with the Rules of Fair Practice of the NASD. Without limiting the generality of the foregoing, AFD agrees that it shall be fully responsible for the following activities, which it may conduct directly or through members of the Selling Group:
i. Ensuring that no person shall offer or sell the Policies on its behalf unless such person is a duly registered representative of either AFD or a member of the Selling Group, properly insurance licensed and appointed by Lincoln National, and appropriately licensed, registered or otherwise qualified to offer and sell such Policies under any applicable insurance or securities laws.
ii. Training, supervising and controlling all such persons for purposes of complying on a continuous basis with the NASD Rules of Fair Practice and with applicable federal and state securities and insurance laws requirements in connection with the offering and sale of the Policies. In this connection AFD or such member of the Selling Group shall:
A. Conduct such training (including the preparation and utilization of training materials) as is necessary to accomplish the purposes of this Agreement;
B. Establish and implement reasonable written procedures for supervision of sales practices of agents, representatives or brokers selling the Policies, including ensuring that registered representatives deliver only the currently effective prospectuses for the Policies and the Funds and use only sales literature and advertising material authorized in writing by Lincoln National and AFD and in compliance with federal and state laws requirements; and
C. Take reasonable steps to ensure that the various sales representatives appointed by it shall not make recommendations to an applicant to purchase a Policy in the absence of reasonable grounds to believe that the purchase of the Policy is suitable for such applicant. While not limited to the following, a determination of suitability shall be based on information furnished after reasonable inquiry concerning the applicant's insurance and investment objectives, financial situation and needs, and the likelihood of the applicant persisting with the Policy for a reasonable period of time.
Compliance with NASD Rules. Assuming that each of the representations and warranties of the Company contained in Section 2 hereof is true, complete and correct, all selling activities of the Representative with respect to the Offering will be conducted in accordance with the rules of the NASD and the SEC.
Compliance with NASD Rules. New Gold Xxxx hereby agrees that it will ensure that the Reserved Securities will be restricted as required by the NASD or the NASD rules from sale, transfer, assignment, pledge or hypothecation for a period of three months following the date of this Agreement. The Underwriters will notify New Gold Xxxx as to which persons will need to be so restricted. At the request of the Underwriters, New Gold Xxxx will direct the transfer agent to place a stop transfer restriction upon such securities for such period of time. Should New Gold Xxxx release, or seek to release, from such restrictions any of the Reserved Securities, New Gold Xxxx agrees to reimburse the Underwriters for any reasonable expenses (including, without limitation, legal expenses) they incur in connection with such release.
Compliance with NASD Rules. In selling Fund Shares, the Distributor will in all respects duly comply with all state and federal laws relating to the sale of such securities and with all applicable rules and regulations of all regulatory bodies, including, without limitation, the Conduct Rules of the National Association of Securities Dealers, Inc., and all applicable rules and regulations of the Securities and Exchange Commission under the 1940 Act, and will indemnify and hold the Fund harmless from any damage or expense on account of any unlawful act by the Distributor or its agents or employees. The Distributor is not, however, to be responsible for the acts of other dealers or agents except as and to the extent that they shall be acting for the Distributor or under its direction or authority. None of the Distributor, any dealer, any agent or any other person is authorized by the Fund to give any information or to make any representations, other than those contained in the Registration Statement or Prospectus, as supplemented or amended by the Fund from time to time.
