Description of Units. Subject to the terms hereof the Fund proposes to issue and to offer for sale an aggregate of 15,000,000 of its limited liability company member units (the “Units”), at a price of $10 per Unit through you and those licensed brokers, if any, designated by you.
Description of Units. The Units, when issued and delivered in accordance with the terms of the Partnership Agreement and this Agreement against payment therefor as provided therein and herein, will conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus.
Description of Units. The Units subject to this Schedule (“Units”), which have a cost to Lessor (“Lessor’s Cost”) in the aggregate of $11,273,876.00, inclusive of taxes, shipping, installation and other related expenses, if any (“Soft Costs”), are as follows: See attached Schedule A
Description of Units. The following description, together with the additional information we may include in any applicable prospectus supplements, summarizes the material terms and provisions of the Units that we may offer under this prospectus. While the terms we have summarized below will apply generally to any Units that we may offer under this prospectus, we will describe the particular terms of any Units in more detail in the applicable prospectus supplement. The terms of any Units offered under a prospectus supplement may differ from the terms described below. However, no prospectus supplement will fundamentally change the terms that are set forth in this prospectus or offer a security that is not registered and described in this prospectus at the time of its effectiveness. We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from a current report on Form 8-K that we file with the SEC, the form of unit agreement that describes the terms of the Units we are offering, and any supplemental agreements, before the issuance of the related Units. The following summaries of material terms and provisions of the Units are subject to, and qualified in their entirety by reference to, all the provisions of the unit agreement and any supplemental agreements applicable to the particular Units. We urge you to read the applicable prospectus supplements related to the particular Units that we sell under this prospectus, as well as the complete unit agreement and any supplemental agreements that contain the terms of the Units. We may issue Units comprised of one or more shares of our Common Stock, shares of our Preferred Stock and Warrants in any combination. Each Unit will be issued so that the holder of the Unit is also the holder of each security included in the Unit. Thus, the holder of a Unit will have the rights and obligations of a holder of each included security. The unit agreement under which a Unit is issued may provide that the securities included in the Unit may not be held or transferred separately, at any time or at any time before a specified date. We will describe in the applicable prospectus supplement the terms of the series of Units, including: • the designation and terms of the Units and of the securities comprising the Units, including whether and under what circumstances those securities may be h or transferred separately; • any provisions of the governing unit agreement that differ from those desc...
Description of Units. (a) The Partnership proposes to issue and sell limited partner interests in the Partnership (the "UNITS") at a price of $100 per Unit, subject to the discounts set forth in Section 4(c) for certain investors (the "OFFERING"). Except as provided in Section 4(f) relating to the Iowa and Pennsylvania Escrow Account, as that term is defined therein, the proceeds of any sales of the Units will be held in an escrow account (the "ESCROW ACCOUNT") under an escrow agreement, a form of which is attached to this Agreement as Exhibit "A" (the "ESCROW AGREEMENT"), until the Partnership has received and accepted subscriptions for the Minimum Offering Amount, as that term is defined in paragraph (b) below. At that time, the Escrow Account will terminate and the subscription proceeds will be delivered to the Partnership.
(b) No subscriptions to the Partnership will be accepted after whichever of the following events occurs first (the "OFFERING TERMINATION DATE"):
(i) receipt and acceptance of subscriptions for 600,000 Units;
(ii) 2005, if subscriptions for 20,000 Units ($2,000,000), excluding Units sold to the General Partner and its "AFFILIATES," as that term is defined in the Partnership Agreement, and to Iowa and Pennsylvania residents and after any discounts set forth in Section 4(c) for certain investors (the "MINIMUM OFFERING AMOUNT"), have not been received and accepted by that date; or
(iii) 2006; provided, however, no subscriptions will be accepted after _____________, 2005 from subscribers in any jurisdiction in which renewal, requalification or other consent by a securities administrator to the continuance of the registration or qualification of the Offering is required, unless the renewal, requalification or other consent has been obtained. Anthem Securities, Inc. 1 Dealer-Manager Agreement
Description of Units. The Partnership proposes to issue and sell through or to the Managers, as sales agents and/or principals, common units representing limited partner interests in the Partnership (“Common Units”), having an aggregate gross sales price of up to $750,000,000 (the “Units”), from time to time during the term of this Agreement and on the terms set forth in Section 3 hereof. For the avoidance of doubt, the term Units as used in this Agreement refers only to the Common Units to be sold pursuant to this Agreement. The Units are further described in the Prospectus referred to herein. For purposes of selling the Units through the Managers, the Partnership hereby appoints the Managers as the exclusive agents of the Partnership for the purpose of soliciting purchases of the Units from the Partnership pursuant to this Agreement and each Manager agrees to use its reasonable efforts to solicit purchases of the Units on the terms and subject to the conditions stated herein. The Partnership agrees that whenever it determines to sell Units directly to any Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 hereof. Certain terms used herein are defined in Section 20 hereof.
Description of Units. The Partnership proposes to issue and sell through or to the Managers, as sales agents and/or principal, common units representing limited partner interests in the Partnership (“Common Units”), having an aggregate gross sales price of up to $300,000,000 (the “Units”), from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. For purposes of selling the Units through the Managers, the Partnership hereby appoints the Managers as exclusive agents of the Partnership for the purpose of soliciting purchases of the Units from the Partnership pursuant to this Agreement and each Manager agrees to use its reasonable efforts to solicit purchases of the Units on the terms and subject to the conditions stated herein. The Partnership agrees that whenever it determines to sell the Units directly to a Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement. Certain terms used herein are defined in Section 18 hereof.
Description of Units. The Common Units and the Partnership Agreement conform in all material respects to all of the respective statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such statements conform in all material respects to the rights set forth in the respective instruments and agreements defining the same.
Description of Units. We may issue Units comprised of one or more of the other Securities described in this Prospectus in any combination. Each Unit will be issued so that the holder of the Unit is also the holder of each Security included in the Unit. Thus, the holder of a Unit will have the rights and obligations of a holder of each included Security. The unit agreement, if any, under which a Unit is issued may provide that the Securities comprising the Unit may not be held or transferred separately, at any time or at any time before a specified date. If applicable, we will file with the SEC as exhibits to the registration statement of which this Prospectus is a part, or will incorporate by reference from a current report on Form 6-K that we file with the SEC, any unit agreement describing the terms and conditions of such Units that we are offering before the issuance of such Units. The particular terms and provisions of Units offered by any Prospectus Supplement, and the extent to which the general terms and provisions described below may apply to them, will be described in the Prospectus Supplement filed in respect of such Units. The particular terms of each issue of Units will be described in the related Prospectus Supplement. This description will include, where applicable: · the designation and aggregate number of Units offered; · the price at which the Units will be offered; · if other than Canadian dollars, the currency or currency unit in which the Units are denominated; · the terms of the Units and of the Securities comprising the Units, including whether and under what circumstances those securities may be held or transferred separately; · any provisions for the issuance, payment, settlement, transfer or exchange of the Units or of the Securities comprising the Units; and · any other material terms, conditions and rights (or limitations on such rights) of the Units. We reserve the right to set forth in a Prospectus Supplement specific terms of the Units that are not within the options and parameters set forth in this Prospectus. In addition, to the extent that any particular terms of the Units described in a Prospectus Supplement differ from any of the terms described in this Prospectus, the description of such terms set forth in this Prospectus shall be deemed to have been superseded by the description of such differing terms set forth in such Prospectus Supplement with respect to such Units. We may sell the Securities to or through one or more underwriters or deal...
Description of Units. We may issue, in one or more series, units comprised of shares of our common stock or preferred stock, warrants to purchase common stock or preferred stock, debt securities or any combination of those securities. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. We may evidence units by unit certificates that we issue under a separate agreement. We may issue the units under a unit agreement between us and one or more unit agents. If we elect to enter into a unit agreement with a unit agent, the unit agent will act solely as our agent in connection with the units and will not assume any obligation or relationship of agency or trust for or with any registered holders of units or beneficial owners of units. We will indicate the name and address and other information regarding the unit agent in the applicable prospectus supplement relating to a particular series of units if we elect to use a unit agent. We will describe in the applicable prospectus supplement the terms of the series of units being offered, including: (i) the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately; (ii) any provisions of the governing unit agreement that differ from those described herein; and (iii) any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units. The other provisions regarding our common stock, preferred stock, warrants and debt securities as described in this section will apply to each unit to the extent such unit consists of shares of our common stock, preferred stock, warrants and/or debt securities. We may sell the securities covered by this prospectus in one or more of the following ways from time to time: · to or through underwriters or dealers for resale to the purchasers; · directly to purchasers; · through agents or dealers to the purchasers; or · through a combination of any of these methods of sale. In addition, we may enter into derivative or other hedging transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. The applicable prospectus supplement may indicate that third parties may sell securities covered by this pro...
