Continuous Offering. If the Company intends to effect a Continuous ------------------- Offering, the Company will give written notice thereof to Imperial and include in such Offering all of the Imperial Shares which Imperial elects to include in such Offering. During the period in which a Registration Statement (if applicable) with respect to a Continuous Offering is effective, if Imperial desires to sell Imperial Shares in a transaction covered by such Registration Statement, it shall give notice to the Company of the proposed date of such sale at least thirty (30) days before such proposed date of sale, and the Company shall take all actions necessary to permit such sale. Within fifteen (15) days of receipt of notice of a proposed sale by Imperial, the Company will advise Imperial either that it has no objection of such a registered sale or that such a registered sale should be delayed for up to four months, on the basis either that the Company is involved in a confidential proposed transaction or negotiations therefor (which have been previously disclosed to the Company's Board of Directors) which would not require the Company to make or amend any public filings under the securities laws at that time, or that such sale would have a material adverse effect upon the Company's ability to access the capital markets. If the Company has not objected to such proposed registered sale as permitted in this subparagraph (b) within such fifteen (15) day period, the Company shall take all actions necessary to permit such sale on the proposed date of sale pursuant to such Registration Statement.
Continuous Offering. The sale of the Debentures and Warrants pursuant to this Agreement is not a "continuous offering" as defined in Rule 902(m) or if it is a continuous offering, the sale of the Debentures and Warrants hereunder is the last sale thereunder and the "Restricted Period" as defined in Rule 902(m) commences on the Effective Date as hereinafter defined.
Continuous Offering. The Managing Member may, at any time and from time to time in its sole discretion, elect to raise additional capital for the Company from Non-Managing Members and from new subscribers on such terms and conditions as may be determined by the Managing Member in its sole discretion.
Continuous Offering. 4 Section 5.5 Treatment of Subscription Proceeds.................4 Section 5.6 Compliance with Applicable Law.....................4 Section 5.7
Continuous Offering. It is expected that Shares will be offered in a continuous offering at net asset value, and certain Share classes may have an additional front-end sales charge. The parties acknowledge and agree, however, that there is no assurance that an Interval Fund will engage in a continuous offering of Shares and may determine not to do so in its sole discretion. Unless otherwise specified herein or the context otherwise requires, Shares offered in a continuous offering shall be treated for all purposes as “Institutional Class Shares” and “Shares” under the Agreement. Each Interval Fund may in the future offer additional classes of Shares to be covered by the Agreement, in which case Distributor may amend this Appendix A to cover such additional share classes upon prior written notice to Dealer.
Continuous Offering. The sale of the shares of Common Stock and Warrants which comprise the Units pursuant to this Agreement is not a "continuous offering" as defined in Rule 902(m) or, if it is a continuous offering, the sale of the shares of Common Stock and Warrants which comprise the Units hereunder is the last sale thereunder and the "Restricted Period" as defined in Rule 902(m) commences on the date of such last sale.
Continuous Offering. If the Company intends to effect a continuous ------------------- offering pursuant to Rule 415 of the Securities Act pursuant to a registration statement on Form S-3 or any successor form (a "Continuous Offering"), the Company will give written notice thereof to each Holder and include in such Offering all of the Holders Shares which each Holder elects to include in such Offering. During the period in which a Registration Statement with respect to a Continuous Offering is effective, if any Holder desires to sell Holders Shares in a transaction covered by such Registration Statement, it shall give notice to the Company of the proposed date of such sale at least 30 days before such proposed date of sale, and the Company shall take all actions necessary to permit such sale. Within 15 days of receipt of notice of a proposed sale by any Holder, the Company will advise such Holder either that it has no objection to such a registered sale or that such a registered sale should be delayed for up to three months on the basis either that the Company is involved in a confidential proposed transaction or negotiations therefor (which have been previously disclosed to the Company's Board of Directors) which would require the Company to make or amend any public filings under the securities laws at that time, or that such sale would have a material adverse effect upon the Company's ability to access the capital markets. If the Company has not objected to such proposed registered sale as permitted in this Section 2 within such 15 day period, the Company shall take all actions necessary to permit such sale on the proposed date of sale pursuant to such Registration Statement.
Continuous Offering. SBL agrees to take all steps necessary to continuously offer during the term of this Agreement participation interests in the Annuity Contract to Eligible Persons. Accordingly, SBL, with the assistance of SDI where appropriate, agrees at its expense:
(a) to develop and prepare all necessary annuity contract forms, participation forms, related applications, Registration Statements, Prospectuses and other documents in the appropriate form, and for establishing the appropriate Separate Account and Subaccounts to support the Annuity Contract and invest in each Fund;
(b) to file all such annuity contract forms, participation enrollment forms, applications, Registration Statements, Prospectuses and other documents with the SEC and any Insurance Commission as deemed appropriate by SBL; and
(c) to file amendments to the annuity contract forms, participation forms, applications, Registration Statements, Prospectuses and other documents to the extent appropriate or required by applicable law.
Continuous Offering. The Fund is offering shares of beneficial interest of the Fund (collectively, the “Shares”) on a continuous basis at the Fund’s net asset value (“NAV”) per Share. The NAV per Share is computed by dividing the Fund’s NAV by the total number of Shares outstanding at the time the determination is made. Shares of the Fund will be sold to: (i) institutional investors, including registered investment advisers (“RIAs”), banks, trust companies or similar financial institutions investing for their own account or for accounts for which they act as a fiduciary and have authority to make investment decisions (subject to certain limitations) and clients of such institutional investors that have accounts for which such institutional investors are bound by an applicable fiduciary standard, and (ii) the executive officers, directors, general partners, or employees of the Fund or the Adviser. The minimum initial investment per institutional investor of the Fund (including, with respect to clause (i) above, cumulative investments of the clients of any institutional investor of the Fund) is $10 million and the minimum for those investors defined by clause (ii) above is $10,000. The Adviser has the authority to waive the minimum investment requirements or allow investors in the Fund who do not fit the above descriptions under certain circumstances. Investors should carefully consider the Fund’s risks and investment objective, as an investment in the Fund may not be appropriate for all investors and is not designed to be a complete investment program. An investment in the Fund involves a high degree of risk. It is possible that investing in the Fund may result in a loss of some or all of the amount invested. Before making an investment decision, investors should (i) consider the suitability of this investment with respect to an investor’s or a client’s investment objectives and individual situation and (ii) consider factors such as an investor’s or a client’s net worth, income, age and risk tolerance. Investment should be avoided where an investor (or an investor’s client) has a short-term investing horizon and/or cannot bear the loss of some or all of their investment. Investing in the Shares involves risks that are described in the “Risk Factors” section of this Prospectus. The Fund may close at any time to new investors and, during such closings, dividend reinvestment and additional or new Share purchases may only be executed by institutions that are existing shareholders a...
Continuous Offering. It is expected that Shares will be offered in a continuous offering at net asset value, and certain Share classes may have an additional front-end sales charge. The parties acknowledge and agree, however, that there is no assurance that an Interval Fund will engage in a continuous offering of Shares and may determine not to do so in its sole discretion. Unless otherwise specified herein or the context otherwise requires, Shares offered in a continuous offering shall be treated for all purposes as “Shares” under the Agreement.
