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Question 1 of 11
1. Question
Regarding Investments In and Loans to Certain Issuers, securities of the issuer purchased in a private placement or received as compensation for a loan or credit facility, if each entity:
Correct
5110. Corporate Financing Rule — Underwriting Terms and Arrangements
Underwriting Compensation and Arrangements: Exceptions From Underwriting Compensation
Investments In and Loans to Certain Issuers — Securities of the issuer purchased in a private placement or received as compensation for a loan or credit facility before the required filing date of the public offering pursuant to paragraph (b)(4) above by certain entities if:
(i) each entity:
a. manages capital contributions or commitments of at least $50 million;
b. is a separate and distinct legal person from any member and is not registered as a broker-dealer;
c. does not participate directly in investment banking fees received by the member for underwriting public offerings; and
d. has been primarily engaged in the business of making investments in or loans to other companies;Incorrect
5110. Corporate Financing Rule — Underwriting Terms and Arrangements
Underwriting Compensation and Arrangements: Exceptions From Underwriting Compensation
Investments In and Loans to Certain Issuers — Securities of the issuer purchased in a private placement or received as compensation for a loan or credit facility before the required filing date of the public offering pursuant to paragraph (b)(4) above by certain entities if:
(i) each entity:
a. manages capital contributions or commitments of at least $50 million;
b. is a separate and distinct legal person from any member and is not registered as a broker-dealer;
c. does not participate directly in investment banking fees received by the member for underwriting public offerings; and
d. has been primarily engaged in the business of making investments in or loans to other companies; -
Question 2 of 11
2. Question
What is the percentage of the issuer’s total equity securities that the institutional investors beneficially own while?
Correct
5110. Corporate Financing Rule — Underwriting Terms and Arrangements
Underwriting Compensation and Arrangements: Exceptions From Underwriting Compensation
Institutional investors beneficially own at least 33% of the issuer’s total equity securities, calculated immediately prior to the transaction;Incorrect
5110. Corporate Financing Rule — Underwriting Terms and Arrangements
Underwriting Compensation and Arrangements: Exceptions From Underwriting Compensation
Institutional investors beneficially own at least 33% of the issuer’s total equity securities, calculated immediately prior to the transaction; -
Question 3 of 11
3. Question
Regarding Exceptions From Underwriting Compensation, which of the following statement(s) is/are untrue about the transaction was approved by?
Correct
5110. Corporate Financing Rule — Underwriting Terms and Arrangements
Underwriting Compensation and Arrangements: Exceptions From Underwriting Compensation
The transaction was approved by a majority of the issuer’s board of directors and a majority of any institutional investors, or the designees of institutional investors, that are board members;Incorrect
5110. Corporate Financing Rule — Underwriting Terms and Arrangements
Underwriting Compensation and Arrangements: Exceptions From Underwriting Compensation
The transaction was approved by a majority of the issuer’s board of directors and a majority of any institutional investors, or the designees of institutional investors, that are board members; -
Question 4 of 11
4. Question
Regarding Exceptions From Underwriting Compensation, what is the percentage acquired by all entities related to each member in acquisitions that qualify for this exception?
Correct
5110. Corporate Financing Rule — Underwriting Terms and Arrangements
Underwriting Compensation and Arrangements: Exceptions From Underwriting Compensation
All entities related to each member in acquisitions that qualify for this exception do not acquire more than 25% of the issuer’s total equity securities, calculated immediately following the transaction.Incorrect
5110. Corporate Financing Rule — Underwriting Terms and Arrangements
Underwriting Compensation and Arrangements: Exceptions From Underwriting Compensation
All entities related to each member in acquisitions that qualify for this exception do not acquire more than 25% of the issuer’s total equity securities, calculated immediately following the transaction. -
Question 5 of 11
5. Question
Regarding Private Placements With Institutional Investors, what is securities of the issuer purchased in, or received as placement agent compensation for?
Correct
5110. Corporate Financing Rule — Underwriting Terms and Arrangements
Underwriting Compensation and Arrangements: Exceptions From Underwriting Compensation
Private Placements With Institutional Investors — Securities of the issuer purchased in, or received as placement agent compensation for, a private placement before the required filing date of the public offering.Incorrect
5110. Corporate Financing Rule — Underwriting Terms and Arrangements
Underwriting Compensation and Arrangements: Exceptions From Underwriting Compensation
Private Placements With Institutional Investors — Securities of the issuer purchased in, or received as placement agent compensation for, a private placement before the required filing date of the public offering. -
Question 6 of 11
6. Question
How much is the percentage that the institutional investors purchase?
Correct
5110. Corporate Financing Rule — Underwriting Terms and Arrangements
Underwriting Compensation and Arrangements: Exceptions From Underwriting Compensation
Institutional investors purchase at least 51% of the “total offering” (comprised of the total number of securities sold in the private placement and received or to be received as placement agent compensation by any member);Incorrect
5110. Corporate Financing Rule — Underwriting Terms and Arrangements
Underwriting Compensation and Arrangements: Exceptions From Underwriting Compensation
Institutional investors purchase at least 51% of the “total offering” (comprised of the total number of securities sold in the private placement and received or to be received as placement agent compensation by any member); -
Question 7 of 11
7. Question
Regarding Exceptions From Underwriting Compensation, who is an institutional investor to establish or approve the terms of the private placement?
Correct
5110. Corporate Financing Rule — Underwriting Terms and Arrangements
Underwriting Compensation and Arrangements: Exceptions From Underwriting Compensation
An institutional investor was the lead negotiator or, if the terms were not negotiated, was the lead investor with the issuer to establish or approve the terms of the private placement;Incorrect
5110. Corporate Financing Rule — Underwriting Terms and Arrangements
Underwriting Compensation and Arrangements: Exceptions From Underwriting Compensation
An institutional investor was the lead negotiator or, if the terms were not negotiated, was the lead investor with the issuer to establish or approve the terms of the private placement; -
Question 8 of 11
8. Question
Regarding Exceptions From Underwriting Compensation, who was an institutional investor to establish or approve the terms of the private placement?
Correct
5110. Corporate Financing Rule — Underwriting Terms and Arrangements
Underwriting Compensation and Arrangements: Exceptions From Underwriting Compensation
An institutional investor was the lead negotiator or, if the terms were not negotiated, was the lead investor with the issuer to establish or approve the terms of the private placement;Incorrect
5110. Corporate Financing Rule — Underwriting Terms and Arrangements
Underwriting Compensation and Arrangements: Exceptions From Underwriting Compensation
An institutional investor was the lead negotiator or, if the terms were not negotiated, was the lead investor with the issuer to establish or approve the terms of the private placement; -
Question 9 of 11
9. Question
Which of the following statement(s) is/are true regarding Exceptions From Underwriting Compensation?
Correct
5110. Corporate Financing Rule — Underwriting Terms and Arrangements
Underwriting Compensation and Arrangements: Exceptions From Underwriting Compensation
Underwriters and related persons did not, in the aggregate, purchase or receive as placement agent compensation more than 20% of the “total offering” (excluding purchases by any entity qualified).Incorrect
5110. Corporate Financing Rule — Underwriting Terms and Arrangements
Underwriting Compensation and Arrangements: Exceptions From Underwriting Compensation
Underwriters and related persons did not, in the aggregate, purchase or receive as placement agent compensation more than 20% of the “total offering” (excluding purchases by any entity qualified). -
Question 10 of 11
10. Question
Regarding Acquisitions and Conversions to Prevent Dilution, securities of the issuer if the securities were acquired as the result of:
Correct
5110. Corporate Financing Rule — Underwriting Terms and Arrangements
Underwriting Compensation and Arrangements: Exceptions From Underwriting Compensation
Acquisitions and Conversions to Prevent Dilution — Securities of the issuer if: the securities were acquired as the result of:
a. a right of preemption that was granted in connection with securities that were purchased either:
b. a stock-split or a pro-rata rights or similar offering where the securities upon which the acquisition is based were acquired more than 180 days before the required filing date of the public offering pursuant to paragraph (b)(4) above; or
c. the conversion of securities that have not been deemed by FINRA to be underwriting compensationIncorrect
5110. Corporate Financing Rule — Underwriting Terms and Arrangements
Underwriting Compensation and Arrangements: Exceptions From Underwriting Compensation
Acquisitions and Conversions to Prevent Dilution — Securities of the issuer if: the securities were acquired as the result of:
a. a right of preemption that was granted in connection with securities that were purchased either:
b. a stock-split or a pro-rata rights or similar offering where the securities upon which the acquisition is based were acquired more than 180 days before the required filing date of the public offering pursuant to paragraph (b)(4) above; or
c. the conversion of securities that have not been deemed by FINRA to be underwriting compensation -
Question 11 of 11
11. Question
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Correct
Incorrect