Transactions Affecting Disclosure to Nasd. 2.18.1 Finder’s Fees. 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 Existing Stockholder with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or any Existing Stockholder that may affect the Underwriters’ compensation, as determined by the NASD.
Transactions Affecting Disclosure to Nasd. 2.18.1. Except as described in 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 any Initial Stockholder that may affect the Underwriters' compensation, as determined by 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 in connection with the Offering.
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 of or 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 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 Prospectus.
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. 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 ass...
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 Regist...
Transactions Affecting Disclosure to Nasd. 2.17.1. Finder's Fees. Except as described in 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 best of the Company's knowledge, any Initial Stockholder that may affect the Underwriters' compensation, as determined by the National Association of Securities Dealers, Inc. ("NASD").
Transactions Affecting Disclosure to Nasd. 2.18.1 FINDER’S FEES. 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 best of the Company’s knowledge, any Initial Stockholder that may affect the Underwriters’ compensation, as determined by the NASD.
Transactions Affecting Disclosure to Nasd. 2.18.1. Except as described in the Sale Preliminary Prospectus 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 Public Securities hereunder or the issuance of the Placement Securities or the Incentive Securities 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 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 the Underwriters in connection with the Offering.
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 or 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), the Incentive Securities 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 contemplated herein.
2.18.7. Except to the Representative in connection with the Offering, 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. Except to the Representative in connectio...
Transactions Affecting Disclosure to Nasd. Except as described in the Registration Statement, the Sale Preliminary Prospectus 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 Company Affiliate 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 Shareholder that may affect the Underwriters’ compensation, as determined by the NASD.
Transactions Affecting Disclosure to Nasd. 2.17.1. Finder's Fees. Except as described in 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 best of the Company's knowledge, any Initial Stockholder that may affect the Underwriters' compensation, as determined by the National Association of Securities Dealers, Inc. ("NASD").
2.17.2. Payments Within 12 Months. The Company has not made any direct or indirect payments (in cash, securities or otherwise): (i) to 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 Xxxxxx.
Transactions Affecting Disclosure to Nasd. 2.19.1 FINDER'S FEES. There are no claims, payments, issuances, arrangements or understandings for services in the nature of a finder's or origination fee to which any of the Company or any of its officers, directors or their respective affiliates is a party, with respect to the sale of the Securities hereunder or any other arrangements, agreements, understandings, payments or issuance with respect to the Company that may affect the compensation, as determined by the National Association of Securities Dealers, Inc. ("NASD").
Transactions Affecting Disclosure to Nasd. 2.19.1 Finder's Fees. There are no claims, payments, issuances, arrangements or understandings for services in the nature of a finder's or origination fee with respect to the sale of the Securities hereunder or any other arrangements, agreements, understandings, payments or issuance with respect to the Company that may affect the Underwriter's compensation, as determined by the National Association of Securities Dealers, Inc. ("NASD"), other than payments or future payments to the Underwriters, as a placement agent fee with respect to the Company's private placement of promissory notes in the aggregate principal amount of $770,000.00 and $431,200.00 Common Stock Purchase Warrants (the "Bridge Warrants") which closed on October 28, 1996.
