DISTRIBUTION OF SECURITIES. The Corporation covenants and agrees that, during the term of this agreement and any renewal or extension, AEFA shall have the exclusive right to act as principal underwriter for the Fund and to offer for sale and to distribute any and all shares of each class of capital stock issued or to be issued by the Fund. The exclusive right to act as principal underwriter will not apply to transactions by the Fund at net asset value as permitted by the currently effective prospectus and statement of additional information (the "prospectus") or to transactions by the Fund that do not involve sales to the general public, including transactions between the Fund and its shareholders only, transactions involving the reorganization of the Fund and transactions involving the merger, consolidation or acquisition of assets with another corporation or trust.
DISTRIBUTION OF SECURITIES. The trustee may not distribute a security ex- cept under section 751 of this title. (Pub. L. 95–598, Nov. 6, 1978, 92 Stat. 2614.) Section 750 forbids the trustee from distributing a se- curity other than a customer name security. The term ‘‘distribution’’ refers to a distribution to customers in satisfaction of net equity claims and is not intended to preclude the trustee from liquidating securities under proposed 11 U.S.C. 748. The trustee shall deliver any customer name security to or on behalf of the customer entitled to such security, unless such customer has a negative net equity. With the approval of the trustee, a customer may reclaim a customer name security after payment to the trustee, within such period as the trustee allows, of any claim of the debtor against such customer to the extent that such customer will not have a nega- tive net equity after such payment. (Pub. L. 95–598, Nov. 6, 1978, 92 Stat. 2614.) Section 751 requires the trustee to deliver a customer name security to the customer entitled to such secu- rity unless the customer has a negative net equity. The customer’s net equity will be negative when the amount owed by the customer to the stockbroker ex- ceeds the liquidation value of the non-customer name securities in the customer’s account. If the customer is a net debtor of the stockbroker, then the trustee may permit the customer to repay debts to the stockbroker so that the customer will no longer be in debt to the stockbroker. If the customer refuses to pay such amount, then the court may order the customer to en- xxxxx the security in order that the trustee may liq- uidate such property.
DISTRIBUTION OF SECURITIES. From time to time, the Company may require -------------------------- each seller of Registrable Securities subject to the registration to furnish to the Company information regarding the distribution of the securities subject to the registration.
DISTRIBUTION OF SECURITIES. In case the Company shall at any time after the date hereof pay a dividend in shares of common stock or make any issuance or distribution in shares of common stock or any securities convertible into or exercisable or exchangeable for common stock (other than securities to employees of the Company pursuant to an employee stock purchase or option plan that has been approved by the Company's stockholders in which non-executive employees are eligible to participate), then upon such dividend or distribution, the holder of Representative's Warrants shall receive the amount of such dividend in shares of common stock or the amount of such other distribution in shares of common stock which would have otherwise been payable to such holder if it had been the holder of record of common stock issuable upon exercise of its Representative's Warrant on the record date for the determination of those entitled to such stock dividend or distribution.
DISTRIBUTION OF SECURITIES. The Corporation covenants and agrees that, during the term of this agreement and any renewal or extension, American Express Financial Advisors shall have the exclusive right to act as principal underwriter for the Corporation and to offer for sale and to distribute either directly or through any affiliate any and all shares of each class of capital stock issued or to be issued by the Corporation.
DISTRIBUTION OF SECURITIES. 8.1 The Underwriters shall offer the Securities for sale to the public directly and through banking and selling group members only as permitted by and in compliance with Securities Laws upon the terms and conditions set forth in the Disclosure Package, the Prospectus and in this Agreement. Without the prior consent of the Company, the Underwriters will not solicit offers to purchase or sell the Securities so as to require registration of the Securities or filing of a prospectus, registration statement or other notice or document with respect to the distribution of the Securities under the laws of any jurisdiction other than the United States, or which could subject the Company or any Guarantor to reporting obligations in any such jurisdiction or result in the listing of the securities of the Company or any Guarantor on any exchange other than an exchange where such securities are listed as of the date hereof and will require each banking and selling group member to agree with the Underwriters not to so solicit or sell. An Underwriter will not be liable to the Company or any Guarantor under this Section with respect to a default by another Underwriter or any banking and selling group member appointed by another Underwriter under this Section.
8.2 The Underwriters propose to offer the Securities initially at the Offering Price. After a reasonable effort has been made to sell all of the Securities at the Offering Price, the Underwriters may subsequently reduce and thereafter change, from time to time, the price at which the Securities are offered; provided that such decrease in the Offering Price will not decrease the amount of the net proceeds of the offering to the Company.
DISTRIBUTION OF SECURITIES. If securities of the Company or securities of any subsidiary of the Company are distributed pro rata to holders of any or all of the Company's Securities, such number of securities will be distributed to the holder of this Warrant or its assignee upon exercise of its rights hereunder as such Warrant holder or assignee would have been entitled to if this Warrant had been exercised prior to such distribution, giving effect to all adjustments called for by this Section 8. The provisions with respect to adjustment of the Preferred Stock provided in this Section 8 will also apply to the Securities of the Company and securities of any subsidiary to which the Warrant holder or its assignee is entitled under this Section 8 (c).
DISTRIBUTION OF SECURITIES. NAGM shall cause 4,500,000 shares of newly issued common voting shares( pre-split ) to be issued to Capital Advisory Services, Inc. in satisfaction of obligations of NAGM for legal and consulting fees incurred prior to closing and shall reduce the Series "C" Convertible Preferred payable to XXXX XXXXX by an appropriate number of shares. The shares shall be afforded "piggyback" registration rights whereby the shares will be registered by NAGM at NAGM expense if NAGM registers any other shares.
DISTRIBUTION OF SECURITIES. The Corporation covenants and agrees that, during the term of this agreement and any renewal or extension, AEFA shall have the exclusive right to act as principal underwriter for each Fund and to offer for sale and to distribute, as agent for the Funds, any and all shares of each class of capital stock issued or to be issued by the Funds to the public, broker-dealers and other institutions.
DISTRIBUTION OF SECURITIES. 3.1 The Agents shall solicit offers to purchase the Securities for sale from the public, directly and through other members of the selling group, in compliance with applicable Canadian Securities Laws and upon the terms and conditions set forth in the Prospectus, any Supplementary Material and this Agreement. The Agents shall not solicit offers to purchase or sell the Securities so as to require registration of the Securities or the filing of a prospectus, registration statement or other notice or document with respect to the distribution of the Securities under the laws of any jurisdiction other than the Qualifying Jurisdictions and shall require each other member of the selling group to agree with the Agents not to so solicit or sell. The Agents shall be entitled to assume that the Securities are qualified for distribution in any Qualifying Jurisdiction, unless the Agents receive notice to the contrary from the Company or the applicable Canadian Securities Commission. The Securities shall not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, a U.S. Person.
3.2 The Agents shall, after the Closing Date, use their best efforts to complete the distribution of the Securities as promptly as possible and MLCI shall notify the Company if and when, in its opinion, the distribution of Securities has been completed and shall, as soon as practicable thereafter (and in any event within the time periods necessary to obtain a refund of filing fees), provide the Company with a breakdown of the number of Securities distributed in each of the Qualifying Jurisdictions where such breakdown is required for the purpose of calculating fees payable to the applicable Canadian Securities Commissions.
