Appears in 2 contracts

Samples: Participating Broker Agreement (CNL Retirement Properties Inc), Participating Broker Agreement (CNL Hospitality Properties Inc)

Appears in 2 contracts

Samples: Participating Broker Agreement (CNL American Realty Fund Inc), Participating Broker Agreement (CNL American Realty Fund Inc)

Appears in 2 contracts

Samples: Participating Broker Agreement (CNL American Properties Fund Inc), Participating Broker Agreement (CNL American Properties Fund Inc)

Appears in 2 contracts

Samples: Participating Broker Agreement (CNL Income Properties Inc), Participating Broker Agreement (CNL Hospitality Properties Inc)

Compensation of Broker. The Managing Dealer shall pay the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission equal to 7.0% on sales of Shares by such Broker, as set forth in Exhibit A hereto, subject to reduction as specified in this Section 2 and the Prospectus. The Managing ~~Dealer~~ Dealer, in its sole discretion, may reallow to the Broker, from its marketing support and due diligence expense ~~reimbursements~~reimbursement fee, up to an additional 0.125% on sales of Shares by such Broker as reimbursement for bona fide due diligence expenses incurred by the Broker, following such Broker's submission of invoices supporting such expenses. From its marketing support fee, the Managing Dealer will reallow to any Broker with whom it enters into a separate Marketing Support Fee Agreement, pursuant to which the Broker agrees to use their internal marketing support personnel to assist the Managing Dealer's marketing team and their internal marketing communication tools to promote the Company, 0.5% on sales of Shares by such Broker, based on such factors as the number of Shares sold by the Broker, the assistance of the Broker in marketing the Offering, and BONA FIDE due diligence expenses incurred by the Broker. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five ~~(5)~~ full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreement; provided, however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until such time as subscriptions for a minimum of 150,000 Shares ($1,500,000), excluding subscriptions from Iowa, Minnesota New York and Pennsylvania investors, have been received and approved by the Company, and deposited into the escrow account provided for in Paragraph 1(e) hereof; (iii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) if the commission payable to any broker-dealer or salesman exceeds the amount allowed by any regulatory agency. The Broker shall not reallow any commissions to non-NASD members. The Company (and the Managing Dealer) may pay reduced commissions or may eliminate commissions on certain sales of Shares, including the reduction or elimination of commissions in accordance with the following paragraph of this Section 2. Any such reduction or elimination of commissions will not, however, change the net proceeds to the Company.commissions

Appears in 1 contract

Samples: Participating Broker Agreement (CNL American Realty Fund Inc)

Appears in 1 contract

Samples: Participating Broker Agreement (CNL Hospitality Properties Inc)

Compensation of Broker. The Managing Dealer shall pay the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission equal to 7.0% on sales of Shares by such Broker, as set forth in Exhibit A hereto, subject to reduction as specified in this Section 2 and the Prospectus. The Managing ~~Dealer~~ Dealer, in its sole discretion, may reallow to the Broker, from its marketing support and due diligence expense ~~reimbursements~~reimbursement fee, up to an additional ~~0.125~~0.5% on sales of Shares by such Broker, based on such factors as the number of Shares sold by the Broker, the assistance of the Broker ~~as reimbursement for~~ in marketing the Offering, and bona fide due diligence expenses incurred by the Broker, following such Broker's submission of invoices supporting such expenses. From its marketing support fee, the Managing Dealer will reallow to any Broker with whom it enters into a separate Marketing Support Fee Agreement, pursuant to which the Broker agrees to use their internal marketing support personnel to assist the Managing Dealer's marketing team and their internal marketing communication tools to promote the Company, 0.5% on sales of Shares by such Broker. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreement; provided, however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) if the commission payable to any broker-dealer or salesman exceeds the amount allowed by any regulatory agency. The Broker shall not reallow any commissions to non-NASD members. The Company (and the Managing Dealer) may pay reduced commissions or may eliminate commissions on certain sales of Shares, including the reduction or elimination of commissions in accordance with the following paragraph of this Section 2. Any such reduction or elimination of commissions will not, however, change the net proceeds to the Company. The Company also shall issue to the Managing Dealer a warrant (the "Soliciting Dealer Warrants") for every 25 Shares sold through the Offering, up to a maximum of 1,000,000 Soliciting Dealer Warrants, to purchase an equivalent number of shares of common stock of the Company. The Soliciting Dealer Warrants will be issued quarterly commencing 60 days after the date on which the Shares are first sold pursuant to the Offering. All or any part of such Soliciting Dealer Warrants may be reallowed to certain Brokers with prior written approval from, and in the sole discretion of, the Managing Dealer unless prohibited by federal or state securities laws. The Company will not issue Soliciting Dealer Warrants to the Managing Dealer, and the Managing Dealer will not transfer Soliciting Dealer Warrants, in connection wit the sale of Shares to residents of Minnesota or Texas. Each Soliciting Dealer Warrant will entitle the holder to purchase one share of common stock from the Company for $12.00 during the five-year period commencing with the date the Offering begins (the "Exercise Period"); provided however, that Soliciting Dealer Warrants will not be exercisable until one year from the date of issuance. Holders of Soliciting Dealer Warrants may not exercise the Soliciting Dealer Warrants to the extent such exercise would jeopardize the Company's status as a REIT. No Soliciting Dealer Warrants will be issued relating to the Shares sold through the Company's Reinvestment Plan.

Appears in 1 contract

Samples: Participating Broker Agreement (CNL Hospitality Properties Inc)

Compensation of Broker. The Managing Dealer shall pay the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission equal to 7.0% on sales of Shares by such Broker, as set forth in Exhibit A hereto, subject to reduction as specified in this Section 2 and the Prospectus. The Managing ~~Dealer~~ Dealer, in its sole discretion, may reallow to the Broker, from its marketing support and due diligence expense ~~reimbursements~~reimbursement fee, up to an additional ~~0.125~~0.5% on sales of Shares by such Broker, based on such factors as the number of Shares sold by the Broker, the assistance of the Broker ~~as reimbursement for~~ in marketing the Offering, and bona fide due diligence expenses incurred by the Broker, following such Broker's submission of invoices supporting such expenses. From its marketing support fee, the Managing Dealer will reallow to any Broker with whom it enters into a separate Marketing Support Fee Agreement, pursuant to which the Broker agrees to use their internal marketing support personnel to assist the Managing Dealer's marketing team and their internal marketing communication tools to promote the Company, 0.5% on sales of Shares by such Broker. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five ~~(5)~~ full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreement; provided, however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until such time as subscriptions for a minimum of 250,000 Shares ($2,500,000), excluding subscriptions from Pennsylvania investors, have been received and approved by the Company, and deposited into the escrow account provided for in Paragraph 1(e) hereof; (iii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (~~iii~~iv) if the commission payable to any broker-dealer or salesman exceeds the amount allowed by any regulatory agency. The Broker shall not reallow any commissions to non-NASD members. The Company (and the Managing Dealer) may pay reduced commissions or may eliminate commissions on certain sales of Shares, including the reduction or elimination of commissions in accordance with the following paragraph of this Section 2. Any such reduction or elimination of commissions will not, however, change the net proceeds to the Company.. The Company also shall issue to the Managing Dealer a warrant (the "Soliciting Dealer Warrants") for every 25 Shares sold through the Offering, up to a maximum of 600,000 Soliciting Dealer Warrants to purchase an equivalent number of shares of common stock of the Company. The Soliciting Dealer Warrants will be issued quarterly commencing 60 days after the date on which the Shares are first sold pursuant to the Offering. All or any part of such Soliciting Dealer Warrants may be reallowed to certain Brokers with prior written approval from, and

Appears in 1 contract

Samples: Participating Broker Agreement (CNL Health Care Properties Inc)

Compensation of Broker. The Managing Dealer shall pay the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission equal to 7.0% on sales of Shares by such Broker, as set forth in Exhibit A hereto, subject to reduction as specified in this Section 2 and the Prospectus. The Managing ~~Dealer~~ Dealer, in its sole discretion, may reallow to the Broker, from its marketing support and due diligence expense ~~reimbursements~~reimbursement fee, up to an additional ~~0.125~~0.5% on sales of Shares by such Broker, based on such factors as the number of Shares sold by the Broker, the assistance of the Broker ~~as reimbursement for~~ in marketing the Offering, and bona fide due diligence expenses incurred by the Broker, following such Broker's submission of invoices supporting such expenses. From its marketing support fee, the Managing Dealer will reallow to any Broker with whom it enters into a separate Marketing Support Fee Agreement, pursuant to which the Broker agrees to use their internal marketing support personnel to assist the Managing Dealer's marketing team and their internal marketing communication tools to promote the Company, 0.5% on sales of Shares by such Broker. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreement; provided, however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) if the commission payable to any broker-dealer or salesman exceeds the amount allowed by any regulatory agency. The Broker shall not reallow any commissions to non-NASD members. The Company (and the Managing Dealer) may pay reduced commissions or may eliminate commissions on certain sales of Shares, including the reduction or elimination of commissions in accordance with the following paragraph of this Section 2. Any such reduction or elimination of commissions will not, however, change the net proceeds to the Company. The Company also shall issue to the Managing Dealer a warrant (the "Soliciting Dealer Warrants") for every 25 Shares sold through the Offering, up to a maximum of 1,000,000 Soliciting Dealer Warrants, to purchase an equivalent number of shares of common stock of the Company. The Soliciting Dealer Warrants will be issued quarterly commencing 60 days after the date on which the Shares are first sold pursuant to the Offering. All or any part of such Soliciting Dealer Warrants may be reallowed to certain Brokers with prior written approval from, and in the sole discretion of, the Managing Dealer unless prohibited by federal or state securities laws. The Company will not issue Soliciting Dealer Warrants to the Managing Dealer, and the Managing Dealer will not transfer Soliciting Dealer Warrants, in connection with the sale of Shares to residents of Minnesota or Texas. Each Soliciting Dealer Warrant will entitle the holder to purchase one share of common stock from the Company for $12.00 during the five-year period commencing with the date the Offering begins (the "Exercise Period"); provided, however, that Soliciting Dealer Warrants will not be exercisable until one year from the date of issuance. Holders of Soliciting Dealer Warrants may not exercise the Soliciting Dealer Warrants to the extent such exercise would jeopardize the Company's status as a REIT. No Soliciting Dealer Warrants will be issued relating to the Shares sold through the Company's Reinvestment Plan.

Appears in 1 contract

Samples: Participating Broker Agreement (CNL Hospitality Properties Inc)

Compensation of Broker. The Managing Dealer shall pay the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission equal to 7.0% on sales of Shares by such Broker, as set forth in Exhibit A hereto, subject to reduction as specified in this Section 2 and the Prospectus. The Managing ~~Dealer~~ Dealer, in its sole discretion, may reallow to the Broker, from its marketing support and due diligence expense ~~reimbursements~~reimbursement fee, up to an additional ~~0.125~~0.5% on sales of Shares by such Broker, based on such factors as the number of Shares sold by the Broker, the assistance of the Broker ~~as reimbursement for~~ in marketing the Offering, and bona fide due diligence expenses incurred by the Broker, following such Broker's submission of invoices supporting such expenses. From its marketing support fee, the Managing Dealer will reallow to any Broker with whom it enters into a separate Marketing Support Fee Agreement, pursuant to which the Broker agrees to use their internal marketing support personnel to assist the Managing Dealer's marketing team and their internal marketing communication tools to promote the Company, 0.5% on sales of Shares by such Broker. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreement; provided, however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) if the commission payable to any broker-dealer or salesman exceeds the amount allowed by any regulatory agency. The Broker shall not reallow any commissions to non-NASD members. The Company (and the Managing Dealer) may pay reduced commissions or may eliminate commissions on certain sales of Shares, including the reduction or elimination of commissions in accordance with the following paragraph of this Section 2. Any such reduction or elimination of commissions will not, however, change the net proceeds to the Company. The Company also shall issue to the Managing Dealer a warrant (the "Soliciting Dealer Warrants") for every 25 Shares sold through the Offering, up to a maximum of 1,000,000 Soliciting Dealer Warrants, to purchase an equivalent number of shares of common stock of the Company. The Soliciting Dealer Warrants will be issued quarterly commencing 60 days after the date on which the Shares are first sold pursuant to the Offering. All or any part of such Soliciting Dealer Warrants may be reallowed to certain Brokers with prior written approval from, and in the sole discretion of, the Managing Dealer unless prohibited by federal or state securities laws. The Company will not issue Soliciting Dealer Warrants to the Managing Dealer, and the Managing Dealer will not transfer Soliciting Dealer Warrants, in connection with the sale of Shares to residents of Minnesota or Texas. Each Soliciting Dealer Warrant will entitle the holder to purchase one share of common stock from the Company for $12.00 during the ten-year period commencing with the date the Offering begins (the "Exercise Period"); provided however, that Soliciting Dealer Warrants will not be exercisable until one year from the date of issuance. Holders of Soliciting Dealer Warrants may not exercise the Soliciting Dealer Warrants to the extent such exercise would jeopardize the Company's status as a REIT. No Soliciting Dealer Warrants will be issued relating to the Shares sold through the Company's Reinvestment Plan.

Appears in 1 contract

Samples: Participating Broker Agreement (CNL Hospitality Properties Inc)

Compensation of Broker. The Managing Dealer shall pay the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission equal to 7.0% on sales of Shares by such Broker, as set forth in Exhibit A hereto, subject to reduction as specified in this Section 2 and the Prospectus. The Managing ~~Dealer~~ Dealer, in its sole discretion, may reallow to the Broker, from its marketing support and due diligence expense ~~reimbursements~~reimbursement fee, up to an additional ~~0.125~~0.5% on sales of Shares by such Broker, based on such factors as the number of Shares sold by the Broker, the assistance of the Broker ~~as reimbursement for~~ in marketing the Offering, and bona fide due diligence expenses incurred by the Broker, following such Broker's submission of invoices supporting such expenses. From its marketing support fee, the Managing Dealer will reallow to any Broker with whom it enters into a separate Marketing Support Fee Agreement, pursuant to which the Broker agrees to use their internal marketing support personnel to assist the Managing Dealer's marketing team and their internal marketing communication tools to promote the Company, 0.5% on sales of Shares by such Broker. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five ~~(5)~~ full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreement; provided, however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until such time as subscriptions for a minimum of 250,000 Shares ($2,500,000), excluding subscriptions from Pennsylvania investors, have been received and approved by the Company, and deposited into the escrow account provided for in Paragraph 1(e) hereof; (iii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (~~iii~~iv) if the commission payable to any broker-dealer or salesman exceeds the amount allowed by any regulatory agency. The Broker shall not reallow any commissions to non-NASD members. The Company (and the Managing Dealer) may pay reduced commissions or may eliminate commissions on certain sales of Shares, including the reduction or elimination of commissions in accordance with the following paragraph of this Section 2. Any such reduction or elimination of commissions will not, however, change the net proceeds to the Company. The Company also shall issue to the Managing Dealer a warrant (the "Soliciting Dealer Warrants") for every 25 Shares sold through the Offering, up to a maximum of 600,000 Soliciting Dealer Warrants to purchase an equivalent number of shares of common stock of the Company. The Soliciting Dealer Warrants will be issued quarterly commencing 60 days after the date on which the Shares are first sold pursuant to the Offering. All or any part of such Soliciting Dealer Warrants may be reallowed to certain Brokers with prior written approval from, and in the sole discretion of, the Managing Dealer unless prohibited by federal or state securities laws. Each Soliciting Dealer Warrant will entitle the holder to purchase one share of common stock from the Company for $12.00 during the five-year period commencing with the date the Offering begins (the "Exercise Period"); provided however, that Soliciting Dealer Warrants will not be exercisable until one year from the date of issuance. Holders of Soliciting Dealer Warrants may not exercise the Soliciting Dealer Warrants to the extent such exercise would jeopardize the Company's status as a REIT. No Soliciting Dealer Warrants will be issued relating to the Shares sold through the Company's Reinvestment Plan.

Appears in 1 contract

Samples: Participating Broker Agreement (CNL Health Care Properties Inc)

Appears in 1 contract

Samples: Broker Agreement (CNL Retirement Properties Inc)

Appears in 1 contract

Samples: Participating Broker Agreement (CNL Hospitality Properties Inc)

Compensation of Broker. ~~The~~ (a) Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended and supplemented from time to time, the Managing Dealer shall ~~pay~~ reallow to the Broker, as compensation for ~~all~~ services to be rendered by the Broker hereunder, a an upfront selling commission ~~equal~~ of up to ~~7.0%~~ the corresponding Class percentage on gross proceeds of completed sales of Shares by ~~such Broker,~~ the Broker as set forth ~~in Exhibit A hereto~~on Schedule I, subject to reduction as specified in this Section 2 and the Prospectus. ~~The~~ In addition, the Managing Dealer may reallow all or a portion of the dealer manager fee received by it as an upfront marketing support fee of up to the ~~Broker, from its due diligence expense reimbursements, an additional 0.125%~~ corresponding Class percentage on gross proceeds of completed sales of Shares by ~~such~~ the Broker as reimbursement for bona fide due diligence expenses incurred by the Broker, following such Broker's submission of invoices supporting such expenses. From its marketing support fee, the Managing Dealer will reallow set forth on Schedule I to any Broker ~~with whom it enters into a separate Marketing Support Fee~~ that has executed the addendum to this Agreement, attached as Schedule I, pursuant to which the Broker agrees to use ~~their~~ its internal marketing support personnel to assist the Managing Dealer's ’s marketing team and their internal marketing communication tools to promote the ~~Company, 0.5% on sales of Shares by such Broker~~Company as more specifically set forth in Schedule I and subject to applicable reductions as specified in this Section 2 and the Prospectus. Such ~~commission~~ rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the ~~subscription agreement~~Subscription Agreement; ~~provided,~~ provided however, that ~~compensation~~ marketing support fees or commissions shall not be paid by the Managing Dealer: (i) other than from ~~funds received as compensation~~ dealer manager fees or commissions received from the Company for the sale of its Shares; (ii) until any and all ~~compensation~~ dealer manager fees or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; ~~and~~ (iii) if until the Minimum Proceeds (as defined in the Escrow Agreement) have been raised; and (iv) to the extent the commission or fees payable to any ~~broker-~~broker dealer or salesman exceeds the amount allowed by any regulatory agency. Broker acknowledges that, if the Company pays commissions or dealer manager fees to the Managing Dealer, the Company is relieved of any obligation for commissions or marketing support fees, as applicable, to the Broker. The Company may rely on and use the preceding acknowledgement as a defense against any claim by the Broker ~~shall not reallow any~~ for commissions or dealer manager fees the Company pays to ~~non-NASD members~~the Managing Dealer but that the Managing Dealer fails to remit to the Broker. The Company (and the Managing Dealer) may pay reduced commissions and/or marketing support fees or may eliminate ~~commissions~~ such compensation on certain sales of Shares, including the reduction or elimination of ~~commissions~~ compensation in accordance with the following ~~paragraph~~ paragraphs of this Section 2. Any such reduction or elimination of ~~commissions~~ compensation will not, however, change the net proceeds to the Company.;

Appears in 1 contract

Samples: Form of Participating Broker Agreement (Corporate Capital Trust II)

Appears in 1 contract

Samples: Participating Broker Agreement (CNL Retirement Properties Inc)

Compensation of Broker. The Managing Dealer shall pay the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission equal to 7.0% on sales of Shares by such Broker, as set forth in Exhibit A hereto, subject to reduction as specified in this Section 2 and the Prospectus. The Managing ~~Dealer~~ Dealer, in its sole discretion, may reallow to the Broker, from its marketing support and due diligence expense ~~reimbursements~~reimbursement fee, up to an additional ~~0.125~~0.5% on sales of Shares by such Broker, based on such factors as the number of Shares sold by the Broker, the assistance of the Broker ~~as reimbursement for~~ in marketing the Offering, and bona fide due diligence expenses incurred by the Broker, following such Broker's submission of invoices supporting such expenses. From its marketing support fee, the Managing Dealer will reallow to any Broker with whom it enters into a separate Marketing Support Fee Agreement, pursuant to which the Broker agrees to use their internal marketing support personnel to assist the Managing Dealer's marketing team and their internal marketing communication tools to promote the Company, 0.5% on sales of Shares by such Broker. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five ~~(5)~~ full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreement; provided, however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until such time as subscriptions for a minimum of 250,000 Shares ($2,500,000), excluding subscriptions from Pennsylvania investors, have been received and approved by the Company, and deposited into the escrow account provided for in Paragraph 1(e) hereof; (iii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (~~iii~~iv) if the commission payable to any broker-dealer or salesman exceeds the amount allowed by any regulatory agency. The Broker shall not reallow any commissions to non-NASD members. The Company (and the Managing Dealer) may pay reduced commissions or may eliminate commissions on certain sales of Shares, including the reduction or elimination of commissions in accordance with the following paragraph of this Section 2. Any such reduction or elimination of commissions will not, however, change the net proceeds to the Company. The Company also shall issue to the Managing Dealer a warrant (the "Soliciting Dealer Warrants") for every 25 Shares sold through the Offering, up to a maximum of 600,000 Soliciting Dealer Warrants to purchase an equivalent number of shares of common stock of the Company. The Soliciting Dealer Warrants will be issued quarterly commencing 60 days after the date on which the Shares are first sold pursuant to the Offering. All or any part of such Soliciting Dealer Warrants may be reallowed to certain Brokers with prior written approval from, and in the sole discretion of, the Managing Dealer unless prohibited by federal or state securities laws. The Company will not issue Soliciting Dealer Warrants to the Managing Dealer, and the Managing Dealer will not transfer Soliciting Dealer Warrants, in connection with the sale of Shares to residents of Minnesota or Texas. Each Soliciting Dealer Warrant will entitle the holder to purchase one share of common stock from the Company for $12.00 during the five-year period commencing with the date the Offering begins (the "Exercise Period"); provided however, that Soliciting Dealer Warrants will not be exercisable until one year from the date of issuance. Holders of Soliciting Dealer Warrants may not exercise the Soliciting Dealer Warrants to the extent such exercise would jeopardize the Company's status as a REIT. No Soliciting Dealer Warrants will be issued relating to the Shares sold through the Company's Reinvestment Plan.

Appears in 1 contract

Samples: Participating Broker Agreement (CNL Health Care Properties Inc)

Appears in 1 contract

Samples: Participating Broker Agreement (CNL Retirement Properties Inc)

Compensation of Broker. The Managing Dealer shall pay the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission ~~equal~~ of up to ~~7.0~~6.5% on sales of Shares by such Broker, as set forth in Exhibit A hereto, subject to reduction as specified in this Section 2 and the Prospectus. The Managing Dealer may reallow to the Broker, from its due diligence expense reimbursements, up to an additional ~~0.125~~0.1% on sales of Shares by such Broker as reimbursement for bona fide due diligence expenses incurred by the Broker, following such Broker's submission of invoices supporting such expenses. From its marketing support fee, the Managing Dealer ~~will~~ may reallow to any Broker with whom it enters into a separate ~~Marketing Support Fee Agreement, pursuant~~ agreement relating to ~~which~~ the ~~Broker agrees to use their internal~~ marketing support ~~personnel~~ fee up to ~~assist the Managing Dealer's marketing team and their internal marketing communication tools to promote the Company, 0.5~~1.5% on sales of Shares by such Broker. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreement; provided, however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) if the ~~commission~~ commissions or other compensation payable to any broker-dealer or salesman exceeds the amount allowed by any regulatory agency. The Broker shall not reallow any commissions or fees to non-NASD members. The Company (and the Managing Dealer) may pay reduced commissions and fees or may eliminate commissions and fees on certain sales of Shares, including the reduction or elimination of commissions and fees in accordance with the following paragraph of this Section 2. Any such reduction or elimination of commissions and fees will not, however, change the net proceeds to the Company.. The following persons and entities may purchase Shares net of 6.5% commissions and the marketing support fee of 1.5%, at a per Share purchase price of $9.20: (i) a registered principal or representative of the Managing Dealer or a Broker, (ii) employees, officers and directors of the Company or the Advisor, or of the Affiliates of either of the foregoing entities and the immediate family members of any of the foregoing persons, provided that "immediate family members" means such person's spouse, parents, children, grandparents, grandchildren and any such person who is so related by marriage such that this includes "step-" and "-in law" relations as well as such persons so related by adoption, and any Plan (as defined in the Prospectus) established exclusively for the benefit of such persons or entities, and (iii) a client of an investment adviser registered under the Investment Advisers Act of 1940, as amended, or under an applicable state securities law; and (iv) persons investing in a bank trust account with respect to which the decision-making authority for investments made has been delegated to the bank trust department. The amount of proceeds to the Company will not be affected by eliminating commissions and marketing support fees payable in connection with sales to investors purchasing through such registered investment advisers or bank trust department. In addition, Brokers that have a contractual arrangement with their clients for the payment of fees on terms that are inconsistent with the acceptance of commissions and marketing support fees may elect not to accept commissions and the marketing support fees offered by the Company

Appears in 1 contract

Samples: Participating Broker Agreement (CNL Income Properties Inc)

Compensation of Broker. The Managing Dealer shall pay the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission ~~equal~~ of up to ~~7.0~~6.0% on sales of Shares by such Broker, as set forth in Exhibit A hereto, subject to reduction as specified in this Section 2 and the Prospectus. The Managing Dealer may reallow to the Broker, from its due diligence expense ~~reimbursements,~~ reimbursements estimated to be up to an additional ~~0.125~~0.01% on sales of Shares by such Broker as reimbursement for bona fide due diligence expenses incurred by the Broker, following such Broker's ’s submission of invoices supporting such expenses. From its marketing support fee, the Managing Dealer ~~will~~ may reallow to any Broker with whom it enters into ~~a separate Marketing Support Fee Agreement, pursuant~~ the addendum to ~~which~~ Exhibit A to this Agreement relating to the ~~Broker agrees to use their internal~~ marketing support ~~personnel~~ fee, up to ~~assist the Managing Dealer's marketing team and their internal marketing communication tools to promote the Company, 0.5~~2.5% on sales of Shares by such Broker. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreement; provided, however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) if the ~~commission~~ commissions or other compensation payable to any broker-dealer or salesman exceeds the amount allowed by any regulatory agency. The Broker shall not reallow any commissions or fees to non-NASD members. The Company (and the Managing Dealer) may pay reduced commissions and fees or may eliminate commissions and fees on certain sales of Shares, including the reduction or elimination of commissions and fees in accordance ~~with~~ with, and on the ~~following paragraph~~ terms set forth in, the Prospectus and the Paragraphs of this Section 2. ~~Any~~ The following persons and entities may purchase Shares net of 6.5% commissions and the 2.5% marketing support fee, at a per Share purchase price of $9.10 (assuming no other discounts apply): (i) a registered principal or representative of the Managing Dealer or a Broker; (ii) employees, officers and directors of the Company or the Advisor, or of the Affiliates of either of the foregoing entities (and the immediate family members of any of the foregoing persons, provided that “immediate family members” means such ~~reduction~~ person’s spouse, parents, children, grandparents, grandchildren and any such person who is so related by marriage such that this includes “step-” and “-in law” relations as well as such persons so related by adoption), and any Plan (as defined in the Prospectus) established exclusively for the benefit of such persons or ~~elimination~~ entities; (iii) a client of ~~commissions will not~~an investment adviser registered under the Investment Advisers Act of 1940, ~~however~~as amended, ~~change~~ or under applicable state securities laws; and (iv) a person investing in a bank trust account with respect to which the ~~net~~ decision-making authority for investments made has been delegated to the bank trust department. The amount of proceeds to the Company will not be affected by eliminating commissions and marketing support fees payable in connection with sales to investors purchasing through such registered investment advisers or bank trust department. In addition, Brokers that have a contractual arrangement with their clients for the payment of fees on terms that are inconsistent with the acceptance of all or a portion of the commissions and the marketing support fee may elect not to accept all or a portion of their compensation in the form of commissions and the marketing support fees offered by the Company for Shares that they sell. In that event, such Shares shall be sold to the investor net of 6.5% commissions and the marketing support fee, at a per share purchase price of $9.10. In addition, in connection with the purchase and subsequent purchase of certain minimum numbers of Shares, the amount of commissions otherwise payable may be reduced in accordance with the volume discounts schedule set forth in the Prospectus. To the extent a Broker is entitled to all or a portion of the 2.5% marketing support fee, the Broker may elect to defer over time its receipt of the marketing support fee to which it is entitled. In such event, the marketing support fee to be reallowed will be paid to the Broker over a period of up to ten years (which period will be agreed upon by the Managing Dealer and Broker) until the marketing support fee payable to the Broker has been paid in full. Further, if the listing of shares of the Company’s common stock for trading on a national securities exchange or the inclusion of shares of the Company’s common stock for quotation on the National Market System of the Nasdaq Stock Market occurs, any remaining deferred portion of the marketing support fee payable to the Broker will become immediately due and payable. The Managing Dealer shall not pay the Broker commissions and fees on Shares purchased pursuant to the Company’s Reinvestment Plan.

Appears in 1 contract

Samples: Broker Agreement (CNL Hospitality Properties II, Inc.)

Appears in 1 contract

Samples: Participating Broker Agreement (CNL Hospitality Properties Inc)

Appears in 1 contract

Samples: Participating Broker Agreement (CNL Retirement Properties Inc)

Compensation of Broker. The Managing Dealer shall pay the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission equal to 7.0% on sales of Shares by such Broker, as set forth in Exhibit A hereto, subject to reduction as specified in this Section 2 and the Prospectus. The Managing ~~Dealer~~ Dealer, in its sole discretion, may reallow to the Broker, from its marketing support and due diligence expense ~~reimbursements~~reimbursement fee, up to an additional ~~0.125~~0.5% on sales of Shares by such Broker, based on such factors as the number of Shares sold by the Broker, the assistance of the Broker ~~as reimbursement for~~ in marketing the Offering, and bona fide due diligence expenses incurred by the Broker, following such Broker's submission of invoices supporting such expenses. From its marketing support fee, the Managing Dealer will reallow to any Broker with whom it enters into a separate Marketing Support Fee Agreement, pursuant to which the Broker agrees to use their internal marketing support personnel to assist the Managing Dealer's marketing team and their internal marketing communication tools to promote the Company, 0.5% on sales of Shares by such Broker. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five ~~(5)~~ full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreement; provided, however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until such time as subscriptions for a minimum of 250,000 Shares ($2,500,000), excluding subscriptions from Pennsylvania investors, have been received and approved by the Company, and deposited into the escrow account provided for in Paragraph 1(e) hereof; (iii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (~~iii~~iv) if the commission payable to any broker-dealer or salesman exceeds the amount allowed by any regulatory agency. The Broker shall not reallow any commissions to non-NASD members. The Company (and the Managing Dealer) may pay reduced commissions or may eliminate commissions on certain sales of Shares, including the reduction or elimination of commissions in accordance with the following paragraph of this Section 2. Any such reduction or elimination of commissions will not, however, change the net proceeds to the Company. The Company also shall issue to the Managing Dealer a warrant (the "Soliciting Dealer Warrants") for every 25 Shares sold through the Offering, up to a maximum of 600,000 Soliciting Dealer Warrants to purchase an equivalent number of shares of common stock of the Company. The Soliciting Dealer Warrants will be issued quarterly commencing 60 days after the date on which the Shares are first sold pursuant to the Offering. All or any part of such Soliciting Dealer Warrants may be reallowed to certain Brokers with prior written approval from, and in the sole discretion of, the Managing Dealer unless prohibited by federal or state securities laws. Each Soliciting Dealer Warrant will entitle the holder to purchase one share of common stock from the Company for $12.00 during the ten-year period commencing with the date the Offering begins (the "Exercise Period"); provided however, that Soliciting Dealer Warrants will not be exercisable until one year from the date of issuance. Holders of Soliciting Dealer Warrants may not exercise the Soliciting Dealer Warrants to the extent such exercise would jeopardize the Company's status as a REIT. No Soliciting Dealer Warrants will be issued relating to the Shares sold through the Company's Reinvestment Plan.

Appears in 1 contract

Samples: Participating Broker Agreement (CNL Health Care Properties Inc)

Compensation of Broker. ~~The~~ (a) Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended and supplemented from time to time, the Managing Dealer shall ~~pay~~ reallow to the Broker, as compensation for ~~all~~ services to be rendered by the Broker hereunder, a an upfront selling commission ~~equal~~ of up to ~~7.0%~~ the corresponding Class percentage on gross proceeds of completed sales of Shares by ~~such Broker,~~ the Broker as set forth ~~in Exhibit A hereto~~on Schedule I, subject to reduction as specified in this Section 2 and the Prospectus. ~~The~~ In addition, the Managing Dealer may reallow all or a portion of the dealer manager fee received by it as an upfront marketing support fee of up to the ~~Broker, from its due diligence expense reimbursements, an additional 0.125%~~ corresponding Class percentage on gross proceeds of completed sales of Shares by ~~such~~ the Broker as reimbursement for bona fide due diligence expenses incurred by the Broker, following such Broker's submission of invoices supporting such expenses. From its marketing support fee, the Managing Dealer will reallow set forth on Schedule I to any Broker ~~with whom it enters into a separate Marketing Support Fee~~ that has executed the addendum to this Agreement, attached as Schedule I, pursuant to which the Broker agrees to use ~~their~~ its internal marketing support personnel to assist the Managing Dealer's ’s marketing team and their internal marketing communication tools to promote the ~~Company, 0.5% on sales of Shares by such Broker~~Company as more specifically set forth in Schedule I and subject to applicable reductions as specified in this Section 2 and the Prospectus. Such ~~commission~~ rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the ~~subscription agreement~~Subscription Agreement; ~~provided,~~ provided however, that ~~compensation~~ marketing support fees or commissions shall not be paid by the Managing Dealer: (i) other than from ~~funds received as compensation~~ dealer manager fees or commissions received from the Company for the sale of its Shares; (ii) until any and all ~~compensation~~ dealer manager fees or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; ~~and~~ (iii) if until the Minimum Proceeds (as defined in the Escrow Agreement) have been raised; and (iv) to the extent the commission or fees payable to any ~~broker-~~broker dealer or salesman exceeds the amount allowed by any regulatory agency. Broker acknowledges that, if the Company pays commissions, dealer manager fees, distribution and shareholder servicing fees or contingent deferred sales charges to the Managing Dealer, the Company is relieved of any obligation for commissions or the reallowance of such fees or charges, as applicable, to the Broker. The Company may rely on and use the preceding acknowledgement as a defense against any claim by the Broker ~~shall not reallow~~ for commissions or any ~~commissions~~ such fees or charges the Company pays to ~~non-NASD members~~the Managing Dealer but that the Managing Dealer fails to remit to the Broker. The Company (and the Managing Dealer) may pay reduced commissions and/or marketing support fees or may eliminate ~~commissions~~ such compensation on certain sales of Shares, including the reduction or elimination of ~~commissions~~ compensation in accordance with the following ~~paragraph~~ paragraphs of this Section 2. Any such reduction or elimination of ~~commissions~~ compensation will not, however, change the net proceeds to the Company.;

Appears in 1 contract

Samples: Broker Agreement (Corporate Capital Trust II)

Common use of Compensation of Broker Clause in Contracts