Distribution of Units. Unless otherwise determined by the Committee or required by any applicable law, rule or regulation, neither the Company nor the Partnership shall deliver to the Participant certificates evidencing Units issued pursuant to this Agreement and instead such Units shall be recorded in the books of the Partnership (or, as applicable, its transfer agent or equity plan administrator). All certificates for Units issued pursuant to this Agreement and all Units issued pursuant to book entry procedures hereunder shall be subject to such stop transfer orders and other restrictions as the Company may deem advisable under the Plan or the rules, regulations, and other requirements of the SEC, any stock exchange upon which such Units are then listed, and any applicable federal or state laws, and the Company may cause a legend or legends to be inscribed on any such certificates or book entry to make appropriate reference to such restrictions. In addition to the terms and conditions provided herein, the Company may require that the Participant make such covenants, agreements, and representations as the Company, in its sole discretion, deems advisable in order to comply with any such laws, regulations, or requirements. No fractional Units shall be issued or delivered pursuant to the Phantom Units and the Committee shall determine, in its discretion, whether cash, other securities, or other property shall be paid or transferred in lieu of fractional Units or whether such fractional Units or any rights thereto shall be canceled, terminated, or otherwise eliminated.
Distribution of Units. Any Units issued pursuant to this Agreement shall be held in book entry form and no certificates shall be issued therefor; provided, that certificates may be issued representing such Units at the request of the Participant and in accordance with the Partnership’s governing documents, as amended and supplemented from time to time. Notwithstanding anything herein to the contrary, (a) no payment shall be made under this Agreement in the form of Units unless such Units issuable upon such payment are then registered under the Securities Act of 1933, as amended (the “Securities Act”) or, if such Units are not then so registered, the Company has determined that such payment and issuance would be exempt from the registration requirements of the Securities Act, and (b) the Partnership shall not be required to issue or deliver any Units (whether in certificated or book-entry form) pursuant to this Agreement unless (i) such issuance and delivery are in compliance with all applicable laws and regulations and, if applicable, the requirements of any exchange on which the Units are listed or traded, and (ii) any consent or approval of any governmental or regulatory authority necessary or desirable as a condition to such issuance and delivery to the Participant (or his or her estate) has been obtained. Any certificates delivered pursuant to this Agreement shall be subject to any stop-transfer orders and other restrictions as the Company deems necessary or advisable to comply with federal, state or local securities or other laws, rules and regulations and the rules of any national securities exchange or automated quotation system on which the Units are listed, quoted or traded. The Company may place legends on any certificate to reference restrictions applicable to the Units. In addition to the terms and conditions provided herein, the Company may require that the Participant make such covenants, agreements and representations as the Company, in its sole discretion, deems advisable in order to comply with any such laws, regulations or requirements. The Company shall have the right to require the Participant to comply with any timing or other restrictions with respect to the settlement of any RPUs pursuant to this Agreement, including a window-period limitation, as may be imposed in its discretion. No fractional Units shall be issued or delivered pursuant to the RPUs.
Distribution of Units. (a) Subject to the terms and conditions set forth herein, the Fund appoints the Distributor as its non-exclusive distributor in connection with the offer and sale of Units, and the Distributor hereby accepts such appointment and agrees to use its reasonable best efforts to offer and sell Units to investors whom the Distributor reasonably believes meet the eligibility requirements set forth in the Registration Statement and to use all reasonable efforts to assist the Fund in closing the sale of Units by each investor who submits a Subscription Agreement (as defined below). Unless otherwise agreed by the parties, the Fund and/or CSFB Alternative Capital, Inc., investment adviser and services agent to the Fund (the "Investment Adviser" or the "Services Agent"), shall be responsible for reviewing each Subscription Agreement to confirm that it has been completed in accordance with the instructions thereto and that each has been completed by or on behalf of an "Eligible Investor" as described in the Registration Statement. The Fund and/or the Services Agent, in its or their sole discretion, may return to the Distributor any Subscription Agreement that is not completed to its or their satisfaction and shall be under no obligation to accept any Subscription Agreement. The Distributor is not obligated to sell any specific number of Units or to purchase any Units for its own account. The Fund shall be entitled to appoint additional distributors.
Distribution of Units. Unless otherwise determined by the Committee or required by any applicable law, rule or regulation, neither the Company nor the Partnership shall deliver to the Participant certificates evidencing Units issued pursuant to this Agreement and instead such Units shall be recorded in the books of the Partnership (or, as applicable, its transfer agent or equity plan administrator). All certificates for Units issued pursuant to this Agreement and all Units issued pursuant to book entry procedures hereunder shall be subject to such stop transfer orders and other restrictions as the Company may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities Exchange Commission, any stock exchange upon which such Units are then listed, and any applicable federal or state laws, and the Company may cause a legend or legends to be inscribed on any such certificates or book entry to make appropriate reference to such restrictions. In addition to the terms and conditions provided herein, the Company may require that the Participant make such covenants, agreements, and representations as the Company, in its sole discretion, deems advisable in order to comply with any such laws, regulations, or requirements.
Distribution of Units. Unless otherwise determined by the Committee or required by any applicable law, rule or regulation, neither the Company nor the Partnership shall deliver to the Participant, with respect to any payment relating to the Phantom Units under the Award, certificates evidencing Units issued pursuant to this Agreement and instead such Units shall be recorded in the books of the Partnership (or, as applicable, its transfer agent or equity plan administrator). All certificates for any such Units issued pursuant to this Agreement and all Units issued pursuant to book entry procedures hereunder shall be subject to such stop transfer orders and other restrictions as the Company may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities Exchange Commission, any stock exchange upon which such Units are then listed, and any applicable federal or state laws, and the Company may cause a legend or legends to be inscribed on any such certificates or book entry to make appropriate reference to such restrictions. In addition to the terms and conditions provided herein, the Company may require that the Participant make such covenants, agreements, and representations as the Company, in its sole discretion, deems advisable in order to comply with any such laws, regulations, or requirements. No fractional Units shall be issued or delivered pursuant to the Phantom Units and the Committee shall determine whether cash, other securities, or other property shall be paid or transferred in lieu of fractional Units or whether such fractional Units or any rights thereto shall be canceled, terminated, or otherwise eliminated.
Distribution of Units. 8.1 The Underwriters shall offer the Units and the Additional Units for sale to the public directly and through banking and selling group members only in compliance with Applicable Securities Laws. The Underwriters will not solicit offers to purchase or sell the Units or the Additional Units so as to require registration of the Units or the Additional Units or filing of a prospectus with respect to the distribution of the Units and the Additional Units under the laws of any jurisdiction other than the United States and the Qualifying Jurisdictions, and will require each banking and selling group member to agree with the Underwriters not to so solicit or sell, provided that the Underwriters and the banking and selling groups may offer and sell Units and Additional Units outside of the Qualifying Jurisdictions and the United States if such offer and sale is conducted in compliance with the securities laws of such jurisdictions and does not require the Partnership to file any prospectus or registration statement or similar document in connection with such offer and sale. The Underwriters shall be entitled to assume that the Units and the Additional Units are qualified for distribution in any province or territory within the Qualifying Jurisdictions unless the Underwriters receive notice to the contrary from the Partnership or the applicable Securities Commission. An Underwriter will not be liable to the Partnership under this Section with respect to a default by another Underwriter under this Section.
Distribution of Units. 8.1 The Underwriters shall offer the Units and the Additional Units, if any, for sale to the public directly and through banking and selling group members only as permitted by and in compliance with Applicable Securities Laws upon the terms and conditions set forth in the Supplemented Canadian Prospectus, the U.S. Prospectus and in this Agreement. Without limiting the generality of the foregoing, no Units will be offered for sale or sold in any province or territory of Canada by any Underwriter or any banking or selling group member unless such Underwriter or banking or selling group member is duly registered as a dealer under the Canadian Securities Laws of such province or territory in a category that permits the trade. For the avoidance of doubt, Deutsche Bank Securities Inc. is not acting as an underwriter of the Units or Additional Units in any province or territory of Canada and no action on the part of Deutsche Bank Securities Inc. in its capacity as an underwriter of the offering of Units or Additional Units in the United States will create any impression or support any conclusion that it is acting as an underwriter of the Units or Additional Units in any province or territory of Canada and furthermore, Manulife Securities Incorporated is not acting as an underwriter of the Units or Additional Units in any state or territory of the United States and no action on the part of Manulife Securities Incorporated in its capacity as an underwriter of the offering of Units or Additional Units in Canada will create any impression or support any conclusion that it is acting as an underwriter of the Units or Additional Units in any state or territory of the United States. Without the prior consent of BIP, the Underwriters will not solicit offers to purchase or sell the Units or the Additional Units so as to require registration of the Units or the Additional Units or filing of a prospectus, registration statement or other notice or document with respect to the distribution of the Units and the Additional Units under the laws of any jurisdiction other than the United States and the Qualifying Jurisdictions, or which could subject BIP to reporting obligations in any such jurisdiction or result in the listing of the securities of BIP 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, provided that the Underwri...
Distribution of Units. The Underwriter shall (and require any selling firm to agree with such Underwriter, for the benefit of the Trust, to):
Distribution of Units. At the Closing, the Operating Partnership shall issue the Units to each Contributor (as determined pursuant to Section 1.2(a) above). The name of each Contributor and the number of Units issued to such Contributor at the Closing shall be recorded in the books and records of the Operating Partnership.
Distribution of Units. The Company will comply with the Securities Act and the Rules and Regulations, and the Exchange Act, and the rules and regulations of the Commission thereunder, so as to permit the completion of the distribution of the Units as contemplated in this Agreement and the Prospectus. If during the period in which a prospectus (or, in lieu thereof, the notice referred to under Rule 173(a) under the Securities Act) is required by law to be delivered by an Underwriter or dealer, any event shall occur as a result of which, in the judgment of the Company or in the reasonable opinion of the Underwriters, it becomes necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, not misleading, or, if it is necessary at any time to amend or supplement the Prospectus to comply with any law, the Company promptly will prepare and file with the Commission an appropriate amendment to the Registration Statement or supplement to the Prospectus.
