Appointment of Selling Agent. (a) The Company hereby authorizes the Selling Agent to act as its exclusive agent to solicit offers on a best efforts basis for the purchase of all or part of the Shares from the Company in connection with the proposed Offering of the Shares. Until the Closing Date (as defined below) or earlier upon termination of this Agreement pursuant to Section 8.2, the Company shall not, without the prior written consent of the Selling Agent, solicit or accept offers to purchase the Shares otherwise than through the Selling Agent.
(b) The Company hereby acknowledges that the Selling Agent has agreed, as agent of the Company, to use its reasonable and best efforts to solicit offers to purchase the Shares from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Selling Agent shall use reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Shares has been solicited by the Selling Agent and accepted by the Company, but the Selling Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Selling Agent be obligated to underwrite or purchase any Shares for its own account and, in soliciting purchases of the Shares, the Selling Agent shall act solely as the Company’s agent and not as principal.
(c) Subject to the provisions of this Section 2, offers for the purchase of the Shares may be solicited by the Selling Agent as agent for the Company at such times and in such amounts as the Selling Agent deems advisable. The Selling Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Shares received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase Shares and may reject any such offer, in whole or in part. The Selling Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Shares received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement.
Appointment of Selling Agent. Summit hereby appoints the Selling Agent as its managing agent to offer and sell the Certificates at the prices and in the manner described in the Registration Statement and the Prospectus and in compliance with the terms and conditions thereof. Summit agrees to provide the Selling Agent with such number of Registration Statements and Prospectuses as it reasonably requests to enable it to offer the Certificates and authorizes the Selling Agent to distribute the Registration Statements and Prospectuses.
Appointment of Selling Agent. Metropolitan hereby appoints the Selling Agent as its agent to offer and sell the Preferred Stock at the prices and in the manner described in the Registration Statement and the Prospectus and in compliance with the terms and conditions thereof. Metropolitan agrees to provide the Selling Agent with such number of Registration Statements and Prospectuses as it reasonably requests to enable it to offer the Preferred Stock and authorizes the Selling Agent to distribute the Registration Statements and Prospectuses.
Appointment of Selling Agent. (i) The Partnership hereby appoints SSB as its exclusive agent to offer and sell the Units on the terms and conditions set forth herein and in the Registration Statement and the Prospectus during the initial offering period (the "Initial Offering Period"), a period of 90 days commencing on the date the Registration Statement is declared effective by the SEC, unless SBFM, the general partner of the Partnership, terminates the offering at an earlier date or extends the Initial Offering Period for up to an additional 60 days by written notice to SSB. As described in the Prospectus, 15,000 Units must be sold during the Initial Offering Period for the Partnership to commence its trading activities; if fewer than 15,000 Units are sold during the Initial Offering Period, proceeds will be promptly returned to subscribers at the termination thereof.
(ii) The Partnership hereby also appoints SSB as its exclusive agent to offer and sell the Units on the terms and conditions set forth herein and in the Registration Statement and the Prospectus during a period commencing on the date of termination of the Initial Offering Period (assuming 15,000 Units are sold) and ending upon the earlier of the date two years from the date the Registration Statement is declared effective and the date on which 150,000 Units are sold (the "Continuous Offering", and, together with the Initial Offering Period, the "Offering Period").
(b) SSB hereby accepts appointment as selling agent for the Partnership to effect sales of up to 150,000 Units as provided herein, in the Registration Statement and in the Prospectus. SSB represents and hereby confirms that in selling to subscribers and otherwise carrying out its obligations under this agreement it will comply with Paragraphs (b)(2) and (b)(3) of Rule 2810 of the Conduct Rules of the National Association of Securities Dealers, Inc. ("NASD"), as set forth in Schedule I hereto. SSB agrees that SBFM has the right to reject any subscription for Units for any reason and to suspend sales of Units during the Offering Period.
(c) SSB agrees initially to bear all expenses of the Partnership in connection with the Initial Offering Period (estimated at $750,000), including, without limitation, fees and expenses of its counsel, SEC and other filing fees, blue sky fees and expenses, printing expenses, fees and expenses of independent public accountants and escrow fees.
(d) SSB agrees that all funds received by SSB from subscribers shall be promptly deliver...
Appointment of Selling Agent. On the basis of the representations and warranties contained herein, and subject to the terms and conditions set forth herein, the Company hereby appoints First Montauk Securities Corp. as a selling agent/placement agent for a period beginning on the date hereof and terminating on September 30, 2007 (unless terminated sooner pursuant to the terms hereof) and grants to FMSC the right to offer, as its agent, the Securities pursuant to the terms of this Agreement. On the basis of such representations and warranties, and subject to such conditions, FMSC hereby accepts such appointment and agree to use its reasonable best efforts to secure subscribers to purchase subscriptions for the Securities. The Company understands that the Selling Agent is being retained to obtain subscriptions on a “best efforts” basis and has not guaranteed the sale of any Securities and is not purchasing the Securities for its account.
Appointment of Selling Agent. Summit hereby appoints the Selling Agent as its exclusive agent to offer and sell the Preferred Stock at the prices and in the manner described in the Registration Statement and the Prospectus and in compliance with the terms and conditions thereof. Summit agrees to provide the Selling Agent with such number of Registration Statements and Prospectuses as it reasonably requests to enable it to offer the Preferred Stock and authorizes the Selling Agent to distribute the Registration Statements and Prospectuses.
Appointment of Selling Agent. (“you” or “Selling Agent”) is hereby appointed a selling agent to sell the Interests of the Fund on a non-exclusive basis for the purpose of finding acceptable investors in the Fund. Subject to the performance by the Fund of its obligations and to the completeness and accuracy of the representations and warranties set forth herein, you hereby accept such appointment and agree, upon the terms and conditions set forth in this Agreement, to use your best efforts during the term of this Agreement to find suitable subscribers for the Interests, provided that the Fund and the General Partner acknowledge that you as the Selling Agent (i) do not provide any representation or warranty that you will be able to raise any funds, and (ii) have no liability hereunder for failure to raise funds, notwithstanding anything else set forth herein (other than as specifically set forth herein). You will only solicit the investors that you believe are suitable for the Fund (each, a “Suitable Investor”). Suitable Investors found and referred to the Fund by you that are approved Selling Agency Agreement ________________/Xxxxxx Futures Fund, L.P. (US) 1 by the Fund and that subscribe for Interests and become limited partners of the Fund during the term of this Agreement are referred to herein as “Selling Agent Investors.” The Fund is not obligated to accept the subscription of any Suitable Investor and may reject any Suitable Investor in its sole and absolute discretion. Nothing contained herein shall limit or waive the right of the Fund to require withdrawal or redemption of a Selling Agent Investor from the Fund. You agree that you will not appoint any selling agents to perform under this Agreement without the express written consent of the Fund.
Appointment of Selling Agent. Western United hereby appoints the Selling Agent as its managing agent to offer and sell the Preferred Stock at the price and in the manner described in the Registration Statement and the Prospectus and in compliance with the terms and conditions thereof. Western United agrees to provide the Selling Agent with such number of Registration Statements and Prospectuses as it reasonably requests to enable it to offer the Preferred Stock and authorizes the Selling Agent to distribute the Registration Statements and Prospectuses.
Appointment of Selling Agent. Metropolitan hereby appoints the Selling Agent as its managing agent to offer and sell the Notes or exchange the Notes for Metropolitan's Investment Debentures Series II or III, or Installment Debentures Series I (collectively the "Debentures") at the price and in the manner described in the Registration Statement and the Prospectus and in compliance with the terms and conditions thereof. Metropolitan agrees to provide the Selling Agent with such number of Registration Statements and Prospectuses as it reasonably requests to enable it to offer the Notes and authorizes the Selling Agent to distribute the Registration Statements and Prospectuses.
Appointment of Selling Agent. On the basis of the representations and warranties contained herein, and subject to the terms and conditions set forth herein, the Company hereby appoints Garden State Securities, Inc.. as exclusive selling agent/placement agent for a period beginning on the date hereof and terminating on August 31, 2009 (unless terminated sooner pursuant to the terms hereof) and grants to GSS the right to offer, as its agent, the Securities pursuant to the terms of this Agreement. However, GSS will be compensated directly from the Company within 1 business day of the receipt of the proceeds from any exercise of the Class B Warrants based on the amount of gross proceeds received by the Company from investors upon the exercise of the Class B Warrants and such compensation shall survive the termination of the Offering. On the basis of such representations and warranties, and subject to such conditions, GSS hereby accepts such appointment and agree to use its reasonable best efforts to secure subscriptions to purchase subscriptions for the Securities. The Company understands that the Selling Agent is being retained to obtain subscriptions on a “best efforts” basis and has not guaranteed the sale of any Securities.
