Common use of Conduct Rules Clause in Contracts

Conduct Rules. In the event that any broker-dealer registered under the Exchange Act shall underwrite any Registrable Securities or participate as a member of an underwriting syndicate or selling group or "assist in the distribution" (within the meaning of the Conduct Rules and the By-Laws of the NASD) thereof, whether as a Holder of such Registrable Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, assist such broker-dealer in complying with the requirements of such Conduct Rules and By-Laws, including, without limitation, by (i) engaging a "qualified independent underwriter" (as defined in such Conduct Rules) to participate in the preparation of such Registration Statement relating to such Registrable Securities and to exercise usual standards of due diligence in respect thereto, (ii) indemnifying any such qualified independent underwriter to the same extent as the Company indemnifies the Holders under Section 8 hereof, and (iii) providing such information to such broker-dealer as may be required in order for such broker-dealer to comply with the requirements of the Conduct Rules of the NASD; and