NASD Questionnaire Sample Clauses
The NASD Questionnaire clause requires parties to complete and submit a standardized questionnaire developed by the National Association of Securities Dealers (NASD). This questionnaire typically gathers information about the parties’ backgrounds, financial status, and compliance with regulatory requirements, often as part of a securities offering or transaction. By mandating the completion of this form, the clause helps ensure that all necessary disclosures are made and that the parties involved meet applicable regulatory standards, thereby reducing the risk of non-compliance and facilitating due diligence.
NASD Questionnaire. In connection with the Registration Statement, the underwriters intend to make the requisite filings with the National Association of Securities Dealers, Inc. (the “NASD”). Certain information is required pursuant to NASD Rule 2720. Please note that the Company and the underwriters will rely on the certifications made in this Questionnaire.
1. Please indicate below whether you have any information pertaining to underwriting compensation and arrangements or items of value received or to be received by any “underwriter or related person” (as defined on page 28 of this Questionnaire) or any dealings between any “underwriter or related person” or any “member” (as defined on page 27 of this Questionnaire) or “person associated with a member” (as defined on page 27 of this Questionnaire) on the one hand, and the Company, its officers, directors, employees or shareholders on the other hand, other than information relating to the proposed offering of the Securities by the Company. þ I know of no such information o I know of such information
2. Are you or any member of your immediate family affiliated or associated, directly or indirectly, with a “member” of the NASD or with a “person associated with a member” of the NASD?”3 If so, please identify such “member” of the NASD or “person associated with a member” of the NASD and provide the name, address and telephone number of the NASD member or members and a detailed description of your association or affiliation. Description: If you answered yes to Question Number 2, please state whether you are participating in the initial public offering and the capacity in which you are participating. 3 If you are a collective investment account, meaning a hedge fund, investment partnership, investment corporation, or any other collective investment vehicle, a “No” reply shall be assumed to confirm that no relationship exists for you as well as each of your investors.
3. If you answered yes to the preceding question, please provide the information requested below with respect to the number of equity securities or the face value of debt securities of the Company or any subsidiary thereof which you beneficially own (including any contracts far purchase or acquisition).
4. Do you own stock or other securities of any NASD member not purchased in the open market? If you answered yes to the preceding question, please state the name of the NASD member or members and describe the securities.
5. Have you entered into any arrangements with...
NASD Questionnaire. (a) Are you a member(1) of the NASD, a person associated with a member(2) of the NASD, or an affiliate of a member? Yes No If “Yes,” please list any members of the NASD with whom you are associated or affiliated.
(1) The NASD defines a “member” as being either any broker or dealer admitted to membership in the NASD or any officer or partner of such a member, or the executive representative of such a member or the substitute for such representative.
(2) The NASD defines a “person associated with a member” as being every sole proprietor, general or limited partner, officer, director or branch manager or such member, or any natural person occupying a similar status or performing similar functions, or any natural person engaged in the investment banking or securities business who is directly or indirectly controlling or controlled by such member (for example, any employee), whether or not any such person is registered or exempt from registration without the NASD. Thus, “person associated with a member” includes a sole proprietor, general or limited partner, officer, director or branch manager or an organization of any kind (whether a corporation, partnership or other business entity) which itself is a “member” or a “person associated with a member.” In addition, an organization of any kind is a “person associated with a member” if its sole proprietor or anyone of its general or limited partners, officers, director or branch managers is a “member” or “person associated with a member.”
(b) If you are a corporation, are any of your officers, directors or 5% shareholders a member of the NASD, a person associated with a member of the NASD, or an affiliate of a member? Yes No If “Yes,” please list the name of the respective officer, director, or 5% shareholder and any members of the NASD with whom they are associated or affiliated.
NASD Questionnaire. (a) Are you a member of the NASD,(1) a person associated with a member(2) of the NASD, or an affiliate of a member? Yes _________ No _________ If "Yes," please list any members of the NASD with whom you are associated or affiliated. ______________________________________________________________ ______________________________________________________________
(b) If you are a corporation, are any of your officers, directors or 5% shareholders a member of the NASD, a person associated with a member of the NASD, or an affiliate of a member? Yes _________ No _________ If "Yes," please list the name of the respective officer, director, or 5% shareholder and any members of the NASD with whom they are associated or affiliated. ______________________________________________________________
NASD Questionnaire. In connection with the proposed public offering of Securities of the Company and the requirements of the National Association of Securities Dealers, Inc. (“NASD”) as they relate to the underwriting terms of such offering, the undersigned, a stockholder, an officer, or a director of the Company (or a person or entity that will hold such capacity on the Effective Date), hereby represents to you as follows:
NASD Questionnaire. In connection with the proposed public offering of Securities of the Company and the requirements of the National Association of Securities Dealers, Inc. ("NASD") as they relate to the underwriting terms of such offering, the undersigned, a shareholder, an officer, or a director of the Company, hereby represents to you as follows:
NASD Questionnaire. Each Investor and all shareholders shall ------------------ have completed, executed and delivered the NASD Questionnaire in substantially the form attached to this Agreement as Exhibit K (the "NASD Questionnaire"). ---------
NASD Questionnaire. (a) Are you a member of the NASD,(1) a person associated with a member(2) of the NASD, or an affiliate of a member? Yes No ----- ----- If "Yes," please list any members of the NASD with whom you are associated or affiliated. ----------------------------------------------------------------------- ----------------------------------------------------------------------- -----------------------------------------------------------------------
(b) If you are a corporation, are any of your officers, directors or 5% shareholders a member of the NASD, a person associated with a member of the NASD, or an affiliate of a member? Yes No ----- ----- If "Yes," please list the name of the respective officer, director, or 5% shareholder and any members of the NASD with whom they are associated or affiliated. ----------------------------------------------------------------------- ----------------------------------------------------------------------- -----------------------------------------------------------------------
(1) The NASD defines a "member" as being either any broker or dealer admitted to membership in the NASD or any officer or partner of such a member, or the executive representative of such a member or the substitute for such representative.
(2) The NASD defines a "person associated with a member" as being every sole proprietor, general or limited partner, officer, director or branch manager or such member, or any natural person occupying a similar status or performing similar functions, or any natural person engaged in the investment banking or securities business who is directly or indirectly controlling or controlled by such member (for example, any employee), whether or not any such person is registered or exempt from registration without the NASD. Thus, "person associated with a member" includes a sole proprietor, general or limited partner, officer, director or branch manager or an organization of any kind (whether a corporation, partnership or other business entity) which itself is a "member" or a "person associated with a member." In addition, an organization of any kind is a "person associated with a member" if its sole proprietor or anyone of its general or limited partners, officers, director or branch managers is a "member" or "person associated with a member."