Common use of Appointment of Selling Agent Clause in Contracts

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. (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 appoints the Selling Agent, solicit or accept offers and, on the basis of the Company's representations, warranties and covenants contained herein and subject to purchase the Shares otherwise than through the Selling Agent. (b) The Company hereby acknowledges that terms and conditions set forth herein, the Selling Agent has agreedhereby accepts such appointment, as the exclusive agent of the Company, to use Company for the purpose of using its reasonable and best efforts to solicit offers to purchase shares of Common Stock (the Shares from "Shares") having an aggregate public offering price of up to $5,100,000 in a public offering (the Company on the terms and subject "Offering") pursuant to the conditions set forth in the Prospectus Company's Registration Statement on Form S-3 (File No. 333-75596) (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 declared effective by the Selling Agent Securities and accepted Exchange Commission (the "Commission") on May 29, 2002 and including all information incorporated 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 Sharesreference therein, 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"Registration Statement"). The Selling Agent shall communicate to the Company, orally or in writing, Company each reasonable offer to purchase Shares or indication of interest received by it as agent of the Companyto purchase Shares. The Company shall have the sole right to accept offers to purchase the Shares and may reject any such offer, offer in whole or in part. The Selling Agent shall have the rightright to reject, in its discretion reasonably exercised, without notice to the Company, to reject any offer received by it to purchase Shares received by itthe Shares, in whole or in part, and any such rejection shall not be deemed a breach of this Agreementits agreements contained herein. In soliciting offers to purchase the Shares hereunder, the Selling Agent is acting solely as agent for the Company, and not as principal. The Selling Agent shall have no liability to the Company in the event any purchase of Shares by a purchaser whose offer to purchase Shares has been solicited by the Selling Agent and accepted by the Company is not consummated for any reason. Under no circumstances will the Selling Agent be obligated to purchase any Shares for its own account.

Appointment of Selling Agent. (a) The Company Issuer, subject to your written acceptance of the terms of this Agreement, hereby authorizes the appoints your firm an exclusive Selling Agent to act as its exclusive agent to solicit offers subscribers, on a best efforts basis basis, for the purchase of all or part Units. You must be continuously registered with the SEC and be a member in good standing of the Shares from the Company in connection with the proposed Offering FINRA. You will cause your firm and all of the Shares. Until registered representatives of your firm who make offers of Units to the Closing Date (as defined below) or earlier upon termination public to be licensed, during the term of this Agreement pursuant offering, to Section 8.2, sell securities by the Company shall not, without FINRA and by the prior written consent states in which they make offers and sales of the Selling Agent, solicit or accept offers to purchase the Shares otherwise than through the Selling AgentUnits. (b) The Company Issuer hereby acknowledges that the Selling Agent has agreedgives you, as agent Selling Agent, the right to solicit subscriptions of the CompanyUnits only in states where you have registered as a broker-dealer, the registered representative is registered to use its reasonable sell securities and best efforts to solicit offers to purchase the Shares from offering and the Company on securities have been qualified by the terms Issuer for sale under such states' securities laws (the "Blue Sky Laws") and subject to the conditions set forth included in the Prospectus (as defined below)Blue Sky Memorandum delivered to you. The Selling Agent Such subscriptions shall use reasonable efforts to assist the Company in obtaining performance be evidenced by each Purchaser whose offer to purchase Shares has been solicited execution by the Selling Agent prospective investor of the Subscription Documents defined in the Prospectus. It is understood that no sale shall be effective unless and until the subscription is accepted by the CompanyIssuer and the Minimum is sold. The Issuer reserves the right, but the Selling Agent shall notin its sole discretion, except as otherwise provided in this Agreementto refuse to sell Units to any person, be obligated to disclose the identity of at any potential purchaser or have any liability to the Company in the event any such purchase is not consummated time, for any reason. Under no circumstances will the Selling Agent be obligated , without liability to underwrite that person or purchase to your firm or to any Shares of your registered representatives for its own account and, in soliciting purchases any remuneration or reimbursement of the Shares, the Selling Agent shall act solely as the Company’s agent and not as principalexpenses. (c) Subject Nothing in this Agreement shall prevent you from acting as a selling agent or underwriter for the securities or units or other forms of investments of other issuers, including competitors with the Issuer, which you may offer and sell contemporaneously with the offer and sale of Units in the Issuer pursuant 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 terms of this Agreement. (d) The Purchase Price and terms of payment are set forth in this Agreement and will be explained in the Form S-1. There will be no selling or underwriting commission. (e) The minimum purchase per investor shall be $25,000 in Units subject to the right of the Issuer to sell less than $25,000 in Units to an investor but in no event less than $5,000 in Units to an investor. Additions to investor accounts may be made in increments of $1,000. (f) No offers or sales will be made pursuant to this Agreement until you have received clearance from issuer's counsel of the Prospectus, as amended, from time to time, and for the states to be selected by the Issuer and your firm supplies evidence satisfactory to the Issuer that your firm and your registered representatives are qualified to make offers and sales in the states where offers will be made. (g) Originals of all subscription documents together with the check for the proceeds payable to "Special Account for the exclusive benefit of the customers of TriView Global Fund, LP" shall be transmitted by the subscriber to you for transmission directly to the Depository Agent by noon of the second business day after receipt by you with a copy of the check and all subscription documents to the Corporate Managing Member, 5914 N. 300 West, P.O. Box 000, Xxxxxxx, XX 40000. Xxx xxxxxx xxxxxxxxxxxx said Purchase Price shall be deposited and disbursed as described in the Prospectus and the Depository Agreement.

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 Securities from the Company in connection with the proposed Offering of the SharesSecurities. Until the Closing Date (as defined belowin Section 2.3 hereof) or earlier upon termination of this Agreement pursuant to Section 8.29.2, the Company shall not, without the prior written consent of the Selling Agent, solicit or accept offers to purchase the Shares Securities 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 Securities 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 Securities 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 Securities for its own account and, in soliciting purchases of the SharesSecurities, 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 Securities 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 Securities received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase Shares Securities 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 Securities 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. (a) The Company Issuer, subject to your written acceptance of the terms of this Agreement, hereby authorizes the appoints your firm an exclusive Selling Agent to act as its exclusive agent to solicit offers subscribers, on a best efforts basis basis, for the purchase of all or part Units. You must be continuously registered with the SEC and be a member in good standing of the Shares from the Company in connection with the proposed Offering FINRA. You will cause your firm and all of the Shares. Until registered representatives of your firm who make offers of Units to the Closing Date (as defined below) or earlier upon termination public to be licensed, during the term of this Agreement pursuant offering, to Section 8.2, sell securities by the Company shall not, without FINRA and by the prior written consent states in which they make offers and sales of the Selling Agent, solicit or accept offers to purchase the Shares otherwise than through the Selling AgentUnits. (b) The Company Issuer hereby acknowledges that the Selling Agent has agreedgives you, as agent Selling Agent, the right to solicit subscriptions of the CompanyUnits only in states where you have registered as a broker-dealer, the registered representative is registered to use its reasonable sell securities and best efforts to solicit offers to purchase the Shares from offering and the Company on securities have been qualified by the terms Issuer for sale under such states' securities laws (the "Blue Sky Laws") and subject to the conditions set forth included in the Prospectus (as defined below)Blue Sky Memorandum delivered to you. The Selling Agent Such subscriptions shall use reasonable efforts to assist the Company in obtaining performance be evidenced by each Purchaser whose offer to purchase Shares has been solicited execution by the Selling Agent prospective investor of the Subscription Documents defined in the Prospectus. It is understood that no sale shall be effective unless and until the subscription is accepted by the CompanyIssuer. The Issuer reserves the right, but the Selling Agent shall notin its sole discretion, except as otherwise provided in this Agreementto refuse to sell Units to any person, be obligated to disclose the identity of at any potential purchaser or have any liability to the Company in the event any such purchase is not consummated time, for any reason. Under no circumstances will the Selling Agent be obligated , without liability to underwrite that person or purchase to your firm or to any Shares of your registered representatives for its own account and, in soliciting purchases any remuneration or reimbursement of the Shares, the Selling Agent shall act solely as the Company’s agent and not as principalexpenses. (c) Subject Nothing in this Agreement shall prevent you from acting as a selling agent or underwriter for the securities or units or other forms of investments of other issuers, including competitors with the Issuer, which you may offer and sell contemporaneously with the offer and sale of Units in the Issuer pursuant 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 terms of this Agreement. (d) The Purchase Price and terms of payment are set forth in this Agreement and will be explained in the Form S-1. There will be no other payments of commissions, fees or reimbursement of expenses than those described in the Form S-1. (e) The minimum purchase per investor shall be $25,000 in Units subject to the right of the Issuer to sell less than $25,000 in Units to an investor but in no event less than $5,000 in Units to an investor. Additions to investor accounts may be made in increments of $1,000. (f) No offers or sales will be made pursuant to this Agreement until you have received clearance from issuer's counsel of the Prospectus, as amended, from time to time, and for the states to be selected by the Issuer and your firm supplies evidence satisfactory to the Issuer that your firm and your registered representatives are qualified to make offers and sales in the states where offers will be made. (g) Originals of all subscription documents together with the check for the proceeds payable to "Star Financial Bank for the exclusive benefit of the customers of Bromwell Financial Fund, XX" xxall be transmitted by the subscriber to you for transmission directly to the Depository Agent by noon of the second business day after receipt by you with a copy of the check and all subscription documents to the Corporate GP, 5914 N. 300 West, P.O. Xxx 000, Xxxxxxx, XX 00000. Xxx xxxxxx xxxxxxxxxing said Purchase Price shall be deposited and disbursed as described in the Prospectus and the Depository Agreement.

Appointment of Selling Agent. (a) The Company Issuer, subject to your written acceptance of the terms of this Agreement, hereby authorizes the appoints your firm an exclusive Selling Agent to act as its exclusive agent to solicit offers subscribers, on a best efforts basis basis, for the purchase of all or part Units. You must be continuously registered with the SEC and be a member in good standing of the Shares from the Company in connection with the proposed Offering FINRA. You will cause your firm and all of the Shares. Until registered representatives of your firm who make offers of Units to the Closing Date (as defined below) or earlier upon termination public to be licensed, during the term of this Agreement pursuant offering, to Section 8.2, sell securities by the Company shall not, without FINRA and by the prior written consent states in which they make offers and sales of the Selling Agent, solicit or accept offers to purchase the Shares otherwise than through the Selling AgentUnits. (b) The Company Issuer hereby acknowledges that the Selling Agent has agreedgives you, as agent Selling Agent, the right to solicit subscriptions of the CompanyUnits only in states where you have registered as a broker-dealer, the registered representative is registered to use its reasonable sell securities and best efforts to solicit offers to purchase the Shares from offering and the Company on securities have been qualified by the terms Issuer for sale under such states' securities laws (the "Blue Sky Laws") and subject to the conditions set forth included in the Prospectus (as defined below)Blue Sky Memorandum delivered to you. The Selling Agent Such subscriptions shall use reasonable efforts to assist the Company in obtaining performance be evidenced by each Purchaser whose offer to purchase Shares has been solicited execution by the Selling Agent prospective investor of the Subscription Documents defined in the Prospectus. It is understood that no sale shall be effective unless and until the subscription is accepted by the CompanyIssuer. The Issuer reserves the right, but the Selling Agent shall notin its sole discretion, except as otherwise provided in this Agreementto refuse to sell Units to any person, be obligated to disclose the identity of at any potential purchaser or have any liability to the Company in the event any such purchase is not consummated time, for any reason. Under no circumstances will the Selling Agent be obligated , without liability to underwrite that person or purchase to your firm or to any Shares of your registered representatives for its own account and, in soliciting purchases any remuneration or reimbursement of the Shares, the Selling Agent shall act solely as the Company’s agent and not as principalexpenses. (c) Subject Nothing in this Agreement shall prevent you from acting as a selling agent or underwriter for the securities or units or other forms of investments of other issuers, including competitors with the Issuer, which you may offer and sell contemporaneously with the offer and sale of Units in the Issuer pursuant 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 terms of this Agreement. (d) The Purchase Price and terms of payment are set forth in this Agreement and will be explained in the Form S-1. There will be no other payments of commissions, fees or reimbursement of expenses than those described in the Form S-1. (e) The minimum purchase per investor shall be $25,000 in Units subject to the right of the Issuer to sell less than $25,000 in Units to an investor but in no event less than $5,000 in Units to an investor. Additions to investor accounts may be made in increments of $1,000. (f) No offers or sales will be made pursuant to this Agreement until you have received clearance from issuer's counsel of the Prospectus, as amended, from time to time, and for the states to be selected by the Issuer and your firm supplies evidence satisfactory to the Issuer that your firm and your registered representatives are qualified to make offers and sales in the states where offers will be made. (g) Originals of all subscription documents together with the check for the proceeds payable to "Star Financial Bank for the exclusive benefit of the customers of Atlas Futures Fund, LP" shall be transmitted by the subscriber to you for transmission directly to the Depository Agent by noon of the second business day after receipt by you with a copy of the check and all subscription documents to the Corporate GP, 5914 N. 300 West, P.O. Bxx 000, Xxxxxxx, IX 00000. Xxx xxxxxx xxxxxxxxxxng said Purchase Price shall be deposited and disbursed as described in the Prospectus and the Depository Agreement.

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 appoints the Selling Agent, solicit or accept offers and, on the basis of the Company's representations, warranties and covenants contained herein and subject to purchase the Shares otherwise than through the Selling Agent. (b) The Company hereby acknowledges that terms and conditions set forth herein, the Selling Agent has agreedhereby accepts such appointment, as the exclusive agent of the Company, to use Company for the purpose of using its reasonable and best efforts to solicit offers to purchase shares of Common Stock (the Shares from "Shares") having an aggregate public offering price of up to $12,500,000 in a public offering (the Company on the terms and subject "Offering") pursuant to the conditions set forth in the Prospectus Company's Registration Statement on Form S-3 (File No. 333-75596) (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 declared effective by the Selling Agent Securities and accepted Exchange Commission (the "Commission") on May 29, 2002 and including all information incorporated 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 Sharesreference therein, 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"Registration Statement"). The Selling Agent shall communicate to the Company, orally or in writing, Company each reasonable offer to purchase Shares or indication of interest received by it as agent of the Companyto purchase Shares. The Company shall have the sole right to accept offers to purchase the Shares and may reject any such offer, offer in whole or in part. The Selling Agent shall have the rightright to reject, in its discretion reasonably exercised, without notice to the Company, to reject any offer received by it to purchase Shares received by itthe Shares, in whole or in part, and any such rejection shall not be deemed a breach of this Agreementits agreements contained herein. In soliciting offers to purchase the Shares hereunder, the Selling Agent is acting solely as agent for the Company, and not as principal. The Selling Agent shall have no liability to the Company in the event any purchase of Shares by a purchaser whose offer to purchase Shares has been solicited by the Selling Agent and accepted by the Company is not consummated for any reason. Under no circumstances will the Selling Agent be obligated to purchase any Shares for its own account.

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 Securities from the Company in connection with the proposed Offering of the SharesSecurities. Until the Closing Date (as defined belowin Section 2.4 hereof) or earlier upon termination of this Agreement pursuant to Section 8.29.2, the Company shall not, without the prior written consent of the Selling Agent, solicit or accept offers to purchase the Shares Securities 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 Securities 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 Securities 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 Securities for its own account and, in soliciting purchases of the SharesSecurities, 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 Securities 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 Securities received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase Shares Securities 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 Securities 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. (a) The Company hereby authorizes the Selling Agent to act as its non-exclusive agent to solicit offers on a best efforts basis for the purchase of all or part of the Shares Securities from the Company in connection with the proposed Offering of the SharesSecurities. Until the Closing Date (as defined belowin Section 2.3 hereof) 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 Securities 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 Securities 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 Securities 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 Securities for its own account and, in soliciting purchases of the SharesSecurities, 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 Securities 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 Securities received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase Shares Securities 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 Securities received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement.