FINRA Requirements Sample Clauses

FINRA Requirements. (A) You represent that you are a member in good standing of FINRA, or a non-U.S. bank, broker, dealer, or institution not eligible for membership in FINRA or a Bank.
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FINRA Requirements. You represent that you are a member in good standing of FINRA, or a non-U.S. bank, broker, dealer, or institution not eligible for membership in FINRA or a Bank. If you are a member of FINRA, you will comply with all applicable rules of FINRA, including, without limitation: (a) the requirements of FINRA Rule 5130, and (b) the requirements of NASD Conduct Rule 2740 or any FINRA successor rule thereto, and you will not grant any concessions, discounts, or other allowances which are not permitted by that Rule. If you are a non-U.S. bank, broker, dealer, or institution not eligible for membership in FINRA, you will not make any sales of the Securities in, or to nationals or residents of, the United States, its territories, or its possessions, except to the extent permitted by Rule 15a-6 or any successor rule thereto, and that in making any sales of the Securities you will comply, as though you are a member of FINRA, with the requirements of the following rules (including any FINRA successor rules thereto): (a) FINRA Rule 5130, (b) NASD Conduct Rules 2730, 2740, and 2750, and (c) NASD Conduct Rule 2420, as that Rule applies to a non-member broker/dealer in a non-U.S. country. If you are a Bank, you will not accept any portion of the management fee paid by the Underwriters with respect to any Offering or, in connection with any Offering of Securities that do not constitute “exempted securities” within the meaning of Section 3(a)(12) of the 1934 Act, purchase any Securities at a discount from the offering price from any Underwriter or Dealer or otherwise accept any Fees and Commissions from any Underwriter or Dealer, which in any such case is not permitted under NASD’s Rules of Fair Practice (or any FINRA successor rules thereto), and you will comply with NASD Conduct Rule 2420 (or any FINRA successor rule thereto) as though you were a member.
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FINRA Requirements. The Purchaser acknowledges and agrees that the Private Placement Warrants and their related registration rights will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore, pursuant to Rule 5110(g) of the FINRA Manual, be subject to a lock-up for a period of 180 days immediately following the date of effectiveness or commencement of sales in the Public Offering, subject to certain limited exceptions to permitted transferees hereunder and in accordance with FINRA Rule 5110(g)(2). Additionally, the Private Placement Warrants may not be sold, transferred, assigned, pledged or hypothecated during the foregoing 180-day period following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the Public Offering or the bona fide officers or partners of the Purchaser or any such participating underwriter or selected dealer. Additionally, the Private Placement Warrants and their related registration right will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of such securities by any person for a period of 180 days immediately following the date of effectiveness or commencement of sale in the Public Offering.
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FINRA Requirements. You represent that you are a member in good standing of FINRA, or a non-U.S. bank, broker, dealer, or institution not eligible for membership in FINRA or a Bank. If you are a member of FINRA, you will comply with all applicable rules of FINRA, including, without limitation: (a) the requirements of FINRA Rule 5130, and (b) the requirements of NASD Conduct Rule 2740 or any FINRA successor rule thereto, and you will not grant any concessions, discounts, or other allowances which are not permitted by that Rule. If you are a non-U.S. bank, broker, dealer, or institution not eligible for membership in FINRA, you will not make any sales of the Securities in, or to nationals or residents of, the United States, its territories, or its possessions, except to the extent permitted by Rule 15a-6 or any successor
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FINRA Requirements. You represent that you are a member in good standing of FINRA, or a non-U.S. bank, broker, dealer, or institution not eligible for membership in FINRA or a Bank. If you are a member of FINRA, you will comply with all applicable rules of FINRA, including, without limitation: (a) the requirements of FINRA Rule 5130, and (b) the requirements of NASD Conduct Rule 2740 or any FINRA successor rule thereto, and you will
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FINRA Requirements. Notwithstanding Section 1(C)(i) above, the Purchaser further acknowledges and agrees that the Private Placement Warrants and the Shares underlying Private Placement Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore, pursuant to Rule 5110(e)(1) of the FINRA Manual, be subject to a lock-up for a period of 180 days immediately following the commencement of sales of the Public Offering. The Private Placement Warrants and Shares underlying the Private Placement Warrants may not be sold, transferred, assigned, pledged or hypothecated or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of such securities by any person during the foregoing 180-day period except as permitted in accordance with FINRA Rule 5110(e)(2)(B).
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FINRA Requirements. Notwithstanding subsection A above, the Purchaser further acknowledges and agrees that the Private Placement Warrants and the underlying ordinary shares issuable upon the exercise of the Private Placement Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore, pursuant to Rule 5110(e)(1) of the FINRA Manual, be subject to a lock-up for a period of 180 days immediately following the commencement of sales of the Public Offering. The Private Placement Warrants and underlying ordinary shares may not be sold, transferred, assigned, pledged or hypothecated or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of such securities by any person during the foregoing 180-day period except as permitted in accordance with FINRA Rule 5110(e)(2)(B). Additionally, the Private Placement Warrants may not be exercised more than five (5) years after the effective date of the Registration Statement and the related registration rights will comply with FINRA Rule 5110(g)(8).
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FINRA Requirements. The Private Placement Warrants being purchased hereunder have been deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and are therefore subject to transfer restrictions for a period of 180 days immediately following the date of the effectiveness of the Registration Statement pursuant to Rule 5110(e)(1) of the FINRA Manual. Pursuant to FINRA Rule 5110(e)(1), these securities will not be sold during the offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement or commencement of sales of the public offering, except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners, provided that all securities so transferred remain subject to the lockup restriction above for the remainder of the time period.
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FINRA Requirements. Subscriber acknowledges that the Shares acquired hereby by Subscriber are subject to lock-up in compliance with FINRA Rule 51l0(e)(l) for a period of 180 days from the commencement of sales of the IPO (defined below) and can only be transferred or sold pursuant to the exceptions in FINRA Rule 5110(e)(2)(B). Further, any such securities are subject to the limitation on registration rights in FINRA Rule 5110(g)(8).
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Related to FINRA Requirements

  • Securities Law Requirements If at any time the Board or Committee determines that issuing Stock pursuant to this Agreement would violate applicable securities laws, the Corporation will not be required to issue such Stock. The Board or Committee may declare any provision of this Agreement or action of its own null and void, if it determines the provision or action fails to comply with applicable securities laws. The Corporation may require Participant to make written representations it deems necessary or desirable to comply with applicable securities laws.

  • Listing Requirements The Company shall not be obligated to deliver any certificates representing any shares until all applicable requirements imposed by federal and state securities laws and by any stock exchanges upon which the shares may be listed have been fully met.

  • Rule 144 Requirements After the earliest of (i) the closing of the sale of securities of the Company pursuant to a Registration Statement, (ii) the registration by the Company of a class of securities under Section 12 of the Exchange Act, or (iii) the issuance by the Company of an offering circular pursuant to Regulation A under the Securities Act, the Company agrees to:

  • ERISA Requirements (a) Borrower will not engage in any transaction which would cause an obligation, or action taken or to be taken under this Loan Agreement (or the exercise by Lender of any of its rights under the Note, this Loan Agreement or any of the other Loan Documents) to be a non-exempt prohibited transaction under ERISA or Section 4975 of the Tax Code.

  • Reporting Requirements The Company, during the period when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act, will file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations.

  • Securities Laws Requirements The Company shall not be obligated to transfer any Common Stock to the Participant free of the restrictive legend described in Section 4 hereof or of any other restrictive legend, if such transfer, in the opinion of counsel for the Company, would violate the Securities Act of 1933, as amended (the "Securities Act") (or any other federal or state statutes having similar requirements as may be in effect at that time).

  • Tax Requirements The Participant is hereby advised to consult immediately with his or her own tax advisor regarding the tax consequences of this Agreement. The Company or, if applicable, any Subsidiary (for purposes of this Section 28, the term “Company” shall be deemed to include any applicable Subsidiary), shall have the right to deduct from all amounts hereunder paid in cash or other form, any Federal, state, local, or other taxes required by law to be withheld in connection with this Award. The Company may, in its sole discretion, also require the Participant receiving shares of Common Stock issued under the Plan to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant’s income arising with respect to this Award. Such payments shall be required to be made when requested by the Company and may be required to be made prior to the delivery of any certificate representing shares of Common Stock. Such payment may be made (i) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required tax withholding obligations of the Company; (ii) if the Company, in its sole discretion, so consents in writing, the actual delivery by the exercising Participant to the Company of shares of Common Stock other than (A) Restricted Stock, or (B) Common Stock that the Participant has not acquired from the Company within six (6) months prior to the date of exercise, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required tax withholding payment; (iii) if the Company, in its sole discretion, so consents in writing, the Company’s withholding of a number of shares to be delivered upon the exercise of the Stock Option other than shares that will constitute Restricted Stock, which shares so withheld have an aggregate fair market value that equals (but does not exceed) the required tax withholding payment; or (iv) any combination of (i), (ii), or (iii). The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant. * * * * * * * *

  • Compliance with Requirements Any investment program furnished, and any activities performed, by the Manager or by a Sub-Adviser under this Section shall at all times conform to, and be in accordance with, any requirements imposed by: (1) the Act and any rules or regulations in force thereunder; (2) any other applicable laws, rules and regulations; (3) the Declaration of Trust and By-Laws of the Fund as amended from time to time; (4) any policies and determinations of the Board of Trustees of the Fund; and (5) the fundamental policies of the Fund, as reflected in its Registration Statement under the Act or as amended by the shareholders of the Fund.

  • Compliance with Reporting Requirements The Company is subject to and in full compliance with the reporting requirements of Section 13 or Section 15(d) of the Exchange Act.

  • Filing Requirements Escrow securities will not be released under this Part until the Issuer does the following:

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