Description of Offerings (a) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Fund and the Manager on any day (each, an “Offering Date”) that is a trading day for the exchange on which the Fund’s Shares are listed and primarily trade (the “Stock Exchange”) (other than a day on which the Stock Exchange is scheduled to close prior to its regular weekday closing time). Promptly after the Fund and the Manager have determined the maximum amount of the Shares to be sold by the Manager for any Offering Date, the Manager shall advise the Dealer of such amount, which shall not in any event exceed the amount available for issuance under the currently effective Registration Statement (as defined below). Subject to the terms and conditions hereof, the Dealer shall use its reasonable efforts to sell all of the Shares designated in accordance with the plan of distribution set forth in the Prospectus Supplement (as defined below). The gross sales price of the Shares sold under this Section 1(a) shall be the market price at which the Dealer sells such Shares.
(b) Notwithstanding the foregoing, the Manager may instruct the Dealer by telephone (confirmed promptly by telecopy) not to sell the Shares if such sales cannot be effected at or above a price agreed to by the Fund and the Manager with respect to such Shares. In addition, the Manager may, upon notice to the Dealer by telephone (confirmed promptly by telecopy), suspend the offering of the Shares; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice.
(c) The Dealer agrees not to make any sales of the Shares on behalf of the Manager pursuant to this Section 1, other than through transactions for which compliance with Rule 153 under the Securities Act will satisfy the prospectus delivery requirements of Section 5(b)(2) of the Securities Act.
(d) The compensation to the Dealer, as a sub-placement agent of the Manager for each sale of the Shares pursuant to this Section 1, shall be the Applicable Selling Agent Commission with respect to the Shares sold, multiplied by the Gross Sales Proceeds, as further described in the Addendum to this Agreement. The remaining proceeds, after further deduction for any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Manager for such Shares (the “Net Proceeds”).
(e) The Dealer shall provide written confirmation to the Manager following the close of trading on the Stock Exchange on each Offering Date setting forth for each sale the number of Shares sold, the time of sale, the Gross Sales Price per Share, the Net Proceeds, and the compensation payable by the Manager to the Dealer with respect to such sales.
(f) Settlement for sales of the Shares pursuant to this Section 1 will occur on the third business day following the date on which such sales are made (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Dealer for settlement on such date shall be delivered by the Manager to the Dealer against payment of the Net Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares to the Dealer’s account at The Depository Trust Company in return for payments in same day funds delivered to the account designated by the Manager. If the Manager shall default on its obligation to deliver the Shares on any Settlement Date, the Manager shall (A) hold the Dealer harmless against any loss, claim or damage arising from or as a result of such default by the Manager and (B) pay the Dealer any commission to which it would otherwise be entitled absent such default. If the Dealer breaches this Agreement by failing to deliver proceeds on any Settlement Date for the Shares delivered by the Manager, the Dealer will pay the Manager interest based on the effective overnight Federal Funds rate.
(g) In connection with this Agreement and the Offering, the Manager shall provide to the Dealer such certificates and other documents as the Dealer may reasonably request no more than once per calendar quarter relating to authorization, capacity, enforceability and compliance matters.
Description of Notes 1 Section 1.2. Commitment, Closing Date ....................................
DESCRIPTION OF PROJECT For the Company to be eligible to earn the Maximum Credit Amount, the Company will satisfy its obligations as reflected in the following representations, which the IEDC has relied upon:
A. The Company will complete the Project at the Project Location.
B. The Company represents that the number of permanent, Full-Time Employees (as defined in Indiana Code § 6–3.1–13–4) from whom Indiana state income tax withholdings are retained by the State of Indiana, employed as of the Commencement Date at the Project Location, is the Base Employment Number.
C. The Project will result in the creation of New Employees (as defined in Indiana Code § 6- 3.1-13-6) at the Project Location of at least the Additional Jobs Commitment.
D. The average of the hourly wages, before benefits, paid to New Employees at the Project Location, will at least equal the Average Wage Commitment.
E. At the discretion of the IEDC, New Employees that are paid an average wage of less than the Minimum Wage Commitment may be excluded for the purpose of calculating the credit amount.
F. The Project is anticipated to involve at least the Capital Investment Amount.
Description of Projects Services
a. Project/Services to be performed by A-E shall consist of the work as specified herein and as required in Attachment A. If in the event Attachment A shall be in conflict with any provision of this Contract, the wording as set forth in Attachment A shall prevail.
b. A-E shall be responsible for submitting all Projects/Services to County in a form which has been thoroughly reviewed and checked for completeness, accuracy and consistency by the registered professional named in Section 1.1.2 herein; and, any Projects/Services not meeting this requirement will be returned to A-E prior to review by County.
Description of Property A narrative description of the Real Estate, the improvements thereon and the tenants and Leases relating to such Real Estate.
Incorporation Of Other Documents All portions of the Tariff and the Operating Agreement pertinent to the subject matter of this ISA and not otherwise made a part hereof are hereby incorporated herein and made a part hereof.
DESCRIPTION OF COLLATERAL Repayment of the Obligations is secured by the Collateral as described in the Loan Agreement (together with any other collateral security granted to Bank, the “Security Documents”). Hereinafter, the Security Documents, together with all other documents evidencing or securing the Obligations shall be referred to as the “Existing Loan Documents”.
Description of Facility Provide the following information for all units at the Facility, regardless of their RMR designation status. Information regarding units not designated as Reliability Must-Run Units is required only if and to the extent that the information is used to allocate Facility costs between Reliability Must-Run Units and other units. Unit RMR (Y/N) Maximum Net Dependable Capacity (includes CAISO-paid Upgrade capacity)* Fuel Type For this Facility, the Owner will use [insert either MW, MWhs, or service hours] in Schedule B to allocate Annual Fixed Revenue Requirements to and among Units. This election shall be applicable to all Facilities containing Reliability Must Run Units subject to any “RMR contract” as defined in the CAISO Tariff executed by Owner or any of its affiliates as defined in 18 CFR § 161.2. * Maximum Net Dependable Capacity shall reflect any transformer or line loss to the Delivery Point.
Description of Accounts The Financial Institution has established the following accounts (each, a “Collateral Account”): “Collection Account — as Indenture Trustee, as secured party for Ford Credit Auto Owner Trust 20 - “ with account number . “Reserve Account — as Indenture Trustee, as secured party for Ford Credit Auto Owner Trust 20 - “ with account number .
DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS (a) Maintenance of Copyright Notices.
