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0120. Definitions


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This rule is no longer applicable. NASD Rule 0120 has been superseded by FINRA Rule 0160. Please consult the appropriate FINRA Rule.

When used in these Rules, unless the context otherwise requires:
(a) "Act"
The term "Act" means the Securities Exchange Act of 1934, as amended.
(b) "Association"
The term "Association" means, collectively, the NASD, NASD Regulation, and NASD Dispute Resolution.
(c) "By-Laws"
The term "By-Laws" means the By-Laws of the Corporation.
(d) "Code of Procedure"
The term "Code of Procedure" means the procedural rules contained in the Rule 9000 Series.
(e) "Commission"
The term "Commission" means the Securities and Exchange Commission (SEC), established pursuant to the Act.
(f) "Completion of the Transaction"
The term "the completion of the transaction" means:
(1) In the case of a customer who purchases a security through or from a member, except as provided in subparagraph (2), the time when such customer pays the member any part of the purchase price, or, if payment is effected by a bookkeeping entry, the time when such bookkeeping entry is made by the member for any part of the purchase price;
(2) In the case of a customer who purchases a security through or from a member and who makes payment therefor prior to the time when payment is requested or notification is given that payment is due, the time when such member delivers the security to or into the account of such customer;
(3) In the case of a customer who sells a security through or to a member, except as provided in subparagraph (4), if any security is not in the custody of the member at the time of sale, the time when the security is delivered to the member, and if the security is in the custody of the member at the time of sale, when the member transfers the security from the account of such customer;
(4) In the case of a customer who sells a security through or to a member and who delivers such security to such member prior to the time when delivery is requested or notification is given that delivery is due, the time when such member makes payment to or into the account of such customer.
(g) "Customer"
The term "customer" shall not include a broker or dealer.
(h) Reserved.
(i) "Member"
The term "member" means any individual, partnership, corporation or other legal entity admitted to membership in the Association under the provisions of Articles III and IV of the By-Laws.
(j) "NASD"
The term "NASD" means, collectively, NASD Inc., NASD Regulation, and NASD Dispute Resolution.
(k) "Nasdaq"
The term "Nasdaq" mean The Nasdaq Stock Market, Inc.
(l) "NASD Regulation"
The term "NASD Regulation" means NASD Regulation, Inc.
(m) "National Adjudicatory Council"
The term "National Adjudicatory Council" means the committee of NASD Regulation which may be authorized and directed to act for the Board of Directors of NASD Regulation in a manner consistent with the By-Laws of NASD Regulation, the Rules of the Association, and the Delegation Plan with respect to (1) an appeal or review of a disciplinary proceeding; (2) a statutory disqualification decision; (3) a review of a membership proceeding; (4) a review of an offer of settlement, a letter of acceptance, waiver, and consent, and a minor rule violation plan letter; (5) the exercise of exemptive authority; and (6) such other proceedings or actions authorized by the Rule of the Association.
(n) "Person"
The term "person" shall include any natural person, partnership, corporation, association, or other legal entity.
(o) "Rules" or "Rules of the Association"
The term "Rules" or "Rules of the Association" means the numbered rules set forth in the NASD Manual beginning with the Rule 0100 Series, as adopted by the Board of Governors of the NASD pursuant to the By-Laws of the NASD, as hereafter amended or supplemented.
(p) "Selling Group"
The term "selling group" means any group formed in connection with a public offering, to distribute all or part of an issue of securities by sales made directly to the public by or through members of such selling group, under an agreement which imposes no financial commitment on the members of such group to purchase any such securities except as they may elect to do so.
(q) "Selling Syndicate"
The term "selling syndicate" means any syndicate formed in connection with a public offering, to distribute all or part of an issue of securities by sales made directly to the public by or through participants in such syndicate under an agreement which imposes a financial commitment upon participants in such syndicate to purchase any such securities.
Amended by SR-FINRA-2010-029 eff. Feb. 8, 2011.
Amended by SR-NASD-2006-104 eff. March 5, 2007.
Amended by SR-NASD-2003-75 eff. July 9, 2003.
Amended by SR-NASD-99-21 eff. July 9, 2000.
Amended by SR-NASD-98-57 eff. March 26, 1999.
Amended by SR-NASD-98-86 eff. Nov. 19, 1998.
Amended by SR-NASD-97-28 eff. Aug. 7, 1997.

Selected Notice: 10-47

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