Manner of Offering. The Distributor will conform to the securities laws of any jurisdiction in which it sells, directly or indirectly, any Shares. The Distributor also agrees to furnish to the Trust sufficient copies of any agreements, plans or sales literature it intends to use in connection with any sales of Shares in adequate time for the Trust to file and clear them with the proper authorities before they are put in use, and not to use them until so filed and cleared. The Distributor shall have the right to accept or reject orders for the purchase of Shares. Any consideration that the Distributor may receive in connection with a rejected purchase order will be returned promptly to the prospective purchaser. The Trust or its transfer agent or shareholder servicing agent is authorized to confirm sales of Shares on behalf of the Distributor. The Trust shall register or cause to be registered all Shares sold by the Distributor pursuant to the provisions hereof in such name or names and amounts as the Distributor may request from time to time and the Trust shall issue or cause to be issued certificates evidencing such Shares for delivery to Distributor or pursuant to Distributor’s direction if and to the extent that the Trust contemplates the issuance of such share certificates. All Shares, when so issued and paid for, shall be fully paid and nonassessable.
Manner of Offering. (a) No person is authorized to make any representations concerning Shares except those contained in the then current applicable Prospectuses and in sales literature and other materials issued by us supplemental to such Prospectuses. Shares of Funds shall only be offered by means of the then current applicable Prospectus and you shall be obligated to deliver such Prospectus to your customers in accordance with all applicable federal and state securities laws. All offerings of Shares by you shall be subject to the conditions set forth in the applicable Prospectus (including the condition relating to minimum purchases) and to the terms and conditions herein set forth. We will furnish additional copies of the Prospectuses and such sales literature and other material issued by us in reasonable quantities upon request. You will provide all customers with the applicable Prospectus prior to or at the time such customer purchases Shares and will forward promptly to us any customer request for a copy of the applicable Statement of Additional Information. Sales and exchanges of Shares may only be made in those states and jurisdictions where the Shares are registered or qualified for sale to the public. We agree to advise you currently of the identity of those states and jurisdictions in which the Shares are registered or qualified for sale, and you agree to indemnify us and/or the Funds for any claim, liability, expense or loss in any way arising out of a sale of Shares in any state or jurisdiction in which such Shares are not so registered or qualified.
Manner of Offering. The Securities are being issued pursuant to section 4(2) of the Securities Act, and Rule 506 of Regulation D and Regulation S thereunder. The Shares are being issued pursuant to section 4(2) of the Securities Act and Rule 506 of Regulation D thereunder.
Manner of Offering. The Distributor will comply with the securities laws of any jurisdiction in which it sells, directly or indirectly, any shares of the Trust. The Distributor also agrees to furnish to the Trust sufficient copies of any sales literature it intends to use in connection with any sales of shares in adequate time for the Trust to review such sales literature. The Distributor agrees that it will be responsible for filing and clearing all such sales literature with the proper authorities before the same is put in use to the extent required by applicable law, and not to use the same until so filed and cleared. The Distributor and the Trust each shall have the right to accept or reject orders for the purchase of shares of the Trust. Any consideration which the Distributor may receive in connection with a rejected purchase order will be returned promptly to the prospective purchaser. The Distributor agrees promptly to issue confirmations of all accepted purchase orders and to transmit a copy of such confirmations to the Trust, or, if so directed, to any duly appointed transfer or shareholder servicing agent of the Trust. If the originating dealer, if any, shall fail to make timely settlement of its purchase order in accordance with the rules of the National Association of Securities Dealers, Inc. or other applicable requirements, the Distributor shall have the right to cancel such purchase order and to hold the originating dealer responsible. The Distributor agrees promptly to reimburse the Trust for any amount by which the Trust's losses attributable to any such cancellations or to accepted purchase orders exceed gains realized by the Trust for either of such reasons in respect of other purchase orders. The Trust shall register or cause to be registered all shares sold by the Distributor pursuant to the provisions hereof in such name or names and amounts as the Distributor may request from time to time. The Distributor agrees that if any person tenders to the Trust for redemption of any shares purchased from the Trust within seven days of the redemption request, the Distributor will promptly pay to the Trust the full sales commission paid, if any, with respect to the shares so tendered for redemption (in the case of sales by selected dealers, if any, such payment shall be made promptly after the Distributor's receipt of the same from the selected dealer responsible for the sale). The Distributor hereby agrees to act as agent for the Trust in connection with any shar...
Manner of Offering. The Consideration Stock being issued pursuant to section 4(2) of the Securities Act and Regulation S thereunder. The Seaside Consideration Shares are being issued pursuant to section 4(2) of the Securities Act.
Manner of Offering. The Securities are being issued pursuant to Rule 504 (b) of Regulation D of the Securities Act. The Securities will be exempt from restrictions on transfer, and will carry no restrictive legend with respect to the exemption from registration under the Securities Act. The Company will use its best efforts to insure that it takes no actions that would jeopardize the availability of the exemption from registration under Rule 504(b) for the Securities and, if for any reason such exemption becomes unavailable due to the Company's action or failure to act, the Company shall cause the Securities to be registered under the Securities Act as required by Section 4.29.
Manner of Offering. Assuming the Purchaser's representations and warranties contained in Section 3.2 are true and correct (a) the Securities are being offered and sold to the Purchaser without registration under the Securities Act in a private placement that is exempt from registration pursuant to Rule 504 of Regulation D of the Securities Act and without registration under the Minnesota Revised Statues, 1986 (the "Minnesota Act") in reliance upon the exemption provided by Section 80A.15.2(a)(1) of the Minnesota Act; and (b) accordingly, the Securities are being issued without restriction and may be freely traded pursuant to Rule 504 of Regulation D of the Securities Act.
Manner of Offering. The Distributor agrees to furnish to the Corporation, upon request, sufficient copies of any sales literature (advertisements, brochures and shareholder communications) it intends to use in connection with any sales of Shares. All sales literature shall be filed with the proper authorities, as required by applicable law, before they are put in use, and the Distributor agrees not to use such sales literature until so filed and cleared. The Distributor shall, directly or indirectly through the Funds’ transfer agent (“Transfer Agent”), receive and process orders for purchases and redemptions of Creation Units of a Fund from participants in the Depository Trust Corporation (“DTC” and such participants, “DTC Participants”) or participants in the Continuous Net Settlement System of the National Securities Clearing Corporation that have executed an Authorized Participant Agreement with Authorized Participants and the Distributor and the Transfer Agent of the Fund (“Clearing Process”). The Distributor shall work with the Transfer Agent to review and accept or reject orders placed by Authorized Participants and transmitted to or by the Distributor by or to the Transfer Agent, in accordance with the Fund’s Prospectus. The Distributor shall provide to, or cause to be provided to, the listing exchanges of the Funds copies of Prospectuses and Statements of Additional Information to be provided to purchasers in the secondary market. The Distributor will generally make it known in the brokerage community that Prospectuses are available, including by (i) advising the listing exchanges on behalf of its member firms of the same, (ii) making such disclosure in all marketing and advertising materials prepared and/or filed by the Distributor with FINRA, and (iii) as may otherwise be required by the SEC. The Corporation agrees to issue Creation Units of each Fund identified in Schedule A hereto and Distributed Shares, as the case may be, and to request DTC to record on its books the ownership of the Shares constituting such Creation Units in accordance with the book-entry system procedures described in the Prospectus relating to the Fund in such amounts as the Distributor has requested through the Transfer Agent in writing or other means of data transmission, as promptly as practicable after receipt by the Corporation of the requisite Deposit Securities and Cash Component (together with any fees) and acceptance of such order, upon the terms described in the Prospectus. The Corp...
Manner of Offering. The Debentures and Warrants are being issued pursuant to Rule 506 of Regulation D of the Securities Act. The Debentures, Warrants, Underlying Shares and the Warrant Shares will bear restrictions on transfer, and will carry a restrictive legend with respect to the exemption from registration under the Securities Act. The transfer and resale of the Debentures, the Warrants and the Underlying Shares may be made only pursuant to registration under the Securities Act or an exemption from such registration.
