NASD Matters. All of the information provided to the Underwriters or to counsel for the Underwriters by the Company, its officers and directors and the holders of any securities (debt or equity) or options to acquire any securities of the Company in connection with letters, filings or other supplemental information provided to NASD Regulation Inc. pursuant to NASD Conduct Rule 2710 or 2720 is true, complete and correct.
NASD Matters. Cooperate with each Investor and each underwriter participating in the disposition of Registrable Securities and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc. ("NASD"), including, if appropriate, the pre-filing of a prospectus as part of a registration statement in advance of an underwritten offering.
NASD Matters. (1) Except as described in the Statutory Prospectus 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, origination or 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 knowledge of the Company, any Initial Stockholder that may affect the Underwriters’ compensation, as determined by the National Association of Securities Dealers, Inc. (the “NASD”).
(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 the Underwriters.
(3) Except as set forth on Schedule II, 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.
(4) Except as set forth on Schedule II, 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).
(5) No Company Affiliate has made a subordinated loan to any member of the NASD.
(6) Except as set forth on Schedule II, no proceeds from the sale of the Underwritten Securities (excluding underwriting compensation as disclosed in the Statutory Prospectus and the Prospectus) will be paid to any NASD member, or any persons associated or affiliated with a member of the NASD.
(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.
(8) Except as set forth on Schedule II, no person to whom securities of the ...
NASD Matters. (a) State below whether (i) you or any associate or affiliate of yours are a member of the NASD, a controlling shareholder of an NASD member, a person associated with a member, a direct or indirect affiliate of a member, or an underwriter or related person with respect to the proposed offering; (ii) you or any associate or affiliate of yours owns any stock or other securities of any NASD member not purchased in the open market; or (iii) you or any associate or affiliate of yours has made any outstanding subordinated loans to any NASD member. If you are a general or limited partnership, a no answer asserts that no such relationship exists for you as well as for each of your general or limited partners. If “yes,” please identify the NASD member and describe your relationship, including, in the case of a general or limited partner, the name of the partner: If you answer “no” to Question 7(a), you need not respond to Question 7(b).
(b) State below whether you or any associate or affiliate of yours has been an underwriter, or a controlling person or member of any investment banking or brokerage firm which has been or might be an underwriter for securities of the Corporation or any affiliate thereof including, but not limited to, the common stock now being registered. If “yes,” please identify the NASD member and describe your relationship, including, in the case of a general or limited partner, the name of the partner.
NASD Matters. (a) State below whether (i) you or any associate or affiliate of yours are a member of the NASD, a controlling shareholder of an NASD member, a person associated with a member, a direct or indirect affiliate of a member, or an underwriter or related person with respect to the proposed offering; (ii) you or any associate or affiliate of yours owns any stock or other securities of any NASD member not purchased in the open market; or (iii) you or any associate or affiliate of yours has made any outstanding subordinated loans to any NASD member. If you are a general or limited partnership, a no answer asserts that no such relationship exists for you as well as for each of your general or limited partners.
NASD Matters. We represent that we are either (a) a member in good standing of the NASD who agrees to comply with all applicable rules of the NASD, including without limitation, the NASD's Interpretation with Respect to Free-Riding and Withholding (IM-2110-1) and NASD Rules 2730, 2740 and 2750, or (b) a foreign bank or dealer not eligible for membership in the NASD who hereby agrees to make no sales within the United States, its territories or its possessions nor to persons who are citizens thereof or residents therein, and in making the sales to comply with the above-mentioned NASD Interpretation (IM-2110-1) and NASD Rules 2730, 2740 and 2750 as if we were an NASD member and to comply with NASD Rule 2420 as that section applies to a nonmember foreign dealer. We confirm that we are familiar with NASD Rule IM-2110-1, and we agree to comply with Rule IM-2110-1 in offering and selling Securities to the public. By our participation in an offering of Securities, we further represent that neither we nor any of our directors, officers, partners or "persons associated with" us (as defined in the NASD's rules), nor, to our knowledge any "related person" (as defined in NASD Rule 2710), have participated or intend to participate in any transaction or dealing as to which documents or information are required to be filed with the NASD pursuant to Rule 2710.
NASD Matters. This Agreement is conditioned upon your representation and warranty that you are a member of the NASD or, in the alternative, that you are a foreign dealer not eligible for membership in the NASD. You and we agree to abide by the Rules and Regulations of the NASD, including Rule 26 of its Rules of Fair Practice, and all applicable federal, state, and foreign laws, rules and regulations.
NASD Matters. The Company shall supply your counsel with the following as appropriate to satisfy the NASD filing requirements: (i) such copies of any amendment or supplement to the Registration Statement and the preliminary prospectus or Final Prospectus; and (ii) the statutory filing fee in the form of a certified or cashier's check. The Company shall further supply to your counsel, no later than one (1) week before the effective date of the Registration Statement, a written representation as to (i) the existence or nonexistence of any NASD affiliation or association of any officer, director, or five percent (5%) or greater shareholder of the Company, and, if a shareholder of the Company is a corporation, the existence or nonexistence of any direct or indirect NASD affiliation or association of any officer, director, or five percent (5%) or greater shareholder of such corporation, (ii) whether or not any unregistered securities of the Company have been acquired by any NASD affiliated persons during the twelve (12) month period prior to filing the Registration Statement, and (iii) whether or not key-man life insurance has been or will be provided for any officer or director of the Company by any NASD affiliate.
NASD Matters. The Company has no knowledge of any affiliations or associations between any member of the NASD and any of the Company’s officers, directors or 5% or greater securityholders, as the case may be.
NASD Matters. Except as disclosed in writing to the Representatives, neither the Company nor, to the Company's knowledge, the Company's officers, directors, securityholders or any of its affiliates (within the meaning of the National Association of Securities Dealers, Inc. (the "NASD") Conduct Rule 2720(b)(1)(a)), directly or indirectly controls, is controlled by, or is under common control with, or is an associated person (within the meaning of Article I, Section 1(dd) of the By-laws of the NASD) of, any member firm of the NASD.
