Affiliation with Broker-Dealers Sample Clauses

Affiliation with Broker-Dealers. Is the Selling Stockholder an affiliate 1 of a registered broker-dealer?
Sample 1
AutoNDA by SimpleDocs
Affiliation with Broker-Dealers. Is the Selling Stockholder an affiliate of a registered broker-dealer? An “affiliate” of a specified person or entity means a person or entity that directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person or entity specified. Yes [ ] No [ ] If so, please answer the remaining questions in this section.
Sample 1
Affiliation with Broker-Dealers. Is the Selling Securityholder an affiliate of a registered broker-dealer? For purposes of this Item 6, an “affiliate” of a specified person or entity means a person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person or entity specified. ☐ Yes ☐ No If so, please answer the following three questions in this section. Please describe the affiliation between the Selling Securityholder and any registered broker-dealers: If the Registrable Securities (or securities convertible or exchangeable for Registrable Securities) were purchased by the Selling Securityholder other than in the ordinary course of business, please describe the circumstances: If the Selling Securityholder, at the time of its purchase of Registrable Securities (or securities convertible or exchangeable for Registrable Securities), has had any agreements or understandings, directly or indirectly, with any person to distribute Registrable Securities (or securities convertible or exchangeable for Registrable Securities), please describe such agreements or understandings: Note that if the Selling Securityholder is an affiliate of a broker-dealer and did not purchase its Registrable Securities (or securities convertible or exchangeable for Registrable Securities) in the ordinary course of business or at the time of the purchase had any agreements or understandings, directly or indirectly, to distribute the securities, we must identify the Selling Securityholder as an underwriter in the prospectus.
Sample 1
Affiliation with Broker-Dealers. Is the Selling Stockholder an affiliate 1 of a registered broker-dealer? ☐ Yes ☐ No If “Yes,” please answer the remaining questions in this Item (4).
Sample 1
Affiliation with Broker-Dealers. Is the Selling Securityholder an affiliate2 of a registered broker-dealer? Yes ¨ No ¨ If so, please answer the remaining questions in this section.
Sample 1
Affiliation with Broker-Dealers. Is the undersigned an affiliate of a registered broker-dealer? An “affiliate” of a specified person or entity means a person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person or entity specified. ¨ Yes ¨ No If so, please answer the remaining questions in this item.
Sample 1
Affiliation with Broker-Dealers. Is the Selling Securityholder an affiliate of a registered broker-dealer? For purposes of this Item 6(b), an “affiliate” of a specified person or entity means a person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person or entity specified. o Yes o No If so, please answer the remaining questions in this section:
Sample 1
AutoNDA by SimpleDocs
Affiliation with Broker-Dealers. Is the Selling Securityholder an affiliate of a registered broker-dealer? For purposes of this Item 6(b), an “affiliate” of a specified person or entity means a person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person or entity specified. ¨ Yes ¨ No If so, please answer the following three questions in this section. Please describe the affiliation between the Selling Securityholder and any registered broker-dealers: If the Notes were purchased by the Selling Securityholder other than in the ordinary course of business, please describe the circumstances: If the Selling Securityholder, at the time of its purchase of Registrable Securities, has had any agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities, please describe such agreements or understandings: Note that if the Selling Securityholder is an affiliate of a broker-dealer and did not purchase its notes in the ordinary course of business or at the time of the purchase had any agreements or understandings, directly or indirectly, to distribute the securities, we must identify the Selling Securityholder as an underwriter in the prospectus.
Sample 1
Affiliation with Broker-Dealers. 7. Are you a member of the NASD, an affiliate of a member, a person associated with a member, an associated person of a member or do you have any association or other affiliation through share ownership or otherwise with a member of the NASD? If so, please describe: * * * The statements supplied by the undersigned in this questionnaire are true, complete and correct to the best knowledge of the undersigned after reasonable inquiry as of the date hereof. The undersigned hereby confirms that he or it has not entered into any arrangement with an agent or broker-dealer for the sale of the securities held by the undersigned. The undersigned agrees promptly to notify Gary Schonwald of Reitler Bxxxx & Xxxxxxxatt XXX, xuxxxxx coxxxxx xx xhe Company (212/209-3050), or J. Todd Derbin at the Company (000/000-0055), if any event of which the undersigned becomes aware should occur between now and the termination of the distribution of securities pursuant to the resales contemplated by the Registration Statement that would cause the answer to any question to change or cause the Registration Statement or any amendment to contain a misrepresentation or omission of a material fact relating to the undersigned. By: ----------------------------------- Name: --------------------------------- Title: -------------------------------- APPENDIX A
Sample 1

Related to Affiliation with Broker-Dealers

  • Broker-Dealers (a) Not later than 12:00 noon on each Auction Date, the Company shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period or 28-Day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding shares of AMPS for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a).

  • Broker/Dealer Relationships Neither the Company nor any of the Subsidiaries (i) is required to register as a “broker” or “dealer” in accordance with the provisions of the Exchange Act or (ii) directly or indirectly through one or more intermediaries, controls or is a “person associated with a member” or “associated person of a member” (within the meaning set forth in the FINRA Manual).

  • Broker-dealer The Buyer is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934.

  • INFORMATION PROVIDED BY UNDERWRITERS The Company and the Underwriters acknowledge and agree that the only information furnished or to be furnished by the Underwriters to the Company for inclusion in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus consists of the information set forth in the third and eighth through tenth paragraphs under the caption “Underwriting” in the Prospectus.

  • Broker-Dealer Selection The Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for each Series’ portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the Trust, and determined in consultation with the Manager, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s or the Manager’s overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a Series to the Sub-Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the Trust’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.

  • BROKER-DEALER REGISTRATION; FINRA MEMBERSHIP The Dealer Manager is, and during the term of this Agreement will be, (i) duly registered as a broker-dealer pursuant to the provisions of the Exchange Act, (ii) a member in good standing of FINRA, and (iii) a broker or dealer duly registered as such in those states where the Dealer Manager is required to be registered in order to carry out the Offering as contemplated by this Agreement. Each of the Dealer Manager’s employees and representatives has all required licenses and registrations to act under this Agreement. There is no provision in the Dealer Manager’s FINRA membership agreement that would restrict the ability of the Dealer Manager to carry out the Offering as contemplated by this Agreement.

  • Broker-Dealer Status (a) Are you a broker-dealer? Yes ☐ No ☐

  • Affiliated Brokers The Adviser or any of its affiliates may act as broker in connection with the purchase or sale of securities or other investments for a Fund, subject to: (i) the requirement that the Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Fund’s current prospectus and SAI; (ii) the provisions of the 1940 Act; (iii) the provisions of the Advisers Act; (iv) the provisions of the 1934 Act; and (v) other provisions of applicable law. These brokerage services are not within the scope of the duties of the Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Adviser or its affiliates may receive brokerage commissions, fees or other remuneration from a Fund for these services in addition to the Adviser’s fees for services under this Agreement.

  • Information Provided by the Underwriters The Underwriters severally confirm and the Company acknowledges that the statements with respect to the public offering of the Securities by the Underwriters set forth under the caption “Underwriting” in the Time of Sale Disclosure Package and in the Prospectus are correct and constitute the only information concerning such Underwriters furnished in writing to the Company by or on behalf of the Underwriters specifically for inclusion in the Registration Statement, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus or any issuer free writing prospectus.

  • Participation of Broker-Dealers in Exchange Offer (a) The Staff has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a “Participating Broker-Dealer”) may be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities. The Company and the Guarantors understand that it is the Staff’s position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers (or, to the extent permitted by law, made available to purchasers) to satisfy their prospectus delivery obligation under the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act.

Time is Money Join Law Insider Premium to draft better contracts faster.