Employment of Underwriter Sample Clauses

Employment of Underwriter. (a) Subject to the terms and conditions herein set forth, the effective date of this Agreement commences on the effective date under the Act of the Registration Statement (the "Effective Date"), and the Company hereby appoints the Underwriter as its exclusive agent as of the Effective Date, for the purpose of offering the Debentures as provided in this Agreement on a "best efforts" basis with at least $4,500,000 of the Debentures required to be sold within 90 days after the Effective Date if any Debentures are sold. The Underwriter agrees to use its best efforts to sell the Debentures as agent for the Company. It is understood and agreed that there is no firm commitment on the part of the Underwriter to purchase any of the Debentures. (b) The Underwriter will offer the Debentures hereunder at a price of $10,000 per Debenture. The Underwriter will be entitled to a commission of three percent (3%) of the purchase price of each Debenture maturing July 1, 2002, five percent (5%) of the purchase price of each Debenture maturing July 1, 2004, and seven percent (7%) of each Debenture maturing July 1, 2006, in each case sold in the offering by the Underwriter or any of its selected dealers. In addition, the Company will pay the Underwriter a fee in an amount equal to one-half of one percent (1/2%) of the aggregate gross amount of Debentures maturing July 1, 2002 and one percent (1%) of the aggregate gross amount of Debentures maturing July 1, 2004 and July 1, 2006, in each case sold in the offering, such fee to be paid upon completion of the offering. The Underwriter shall have the right to associate with other dealers selected by the Underwriter who are members of the National Association of Securities Dealers, Inc., pursuant to a written Selected Dealer Agreement, and to offer a part of the Debentures to such selected dealers for sale by them at the offering price. In no event shall sales be made to accounts over which the Underwriter or any dealer may exercise discretionary authority without the written approval of the customer and the Underwriter prior to the execution of any order, and the Selected Dealer Agreement will include provisions so as to assure compliance with this restriction. The Selected Dealer Agreement will provide that if a Debenture is sold through any such selected dealer, the Underwriter will allow to such selected dealer the entire commission paid by the Company for such Debenture. If a Debenture is sold directly by the Underwriter, the Un...
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Employment of Underwriter. Upon the foregoing representations, warranties and agreements, and subject to the terms and conditions of this Underwriting Agreement: (1) The Company hereby employs the Underwriter as its agent to sell for the account of the Company up to $10,000,000 in principal amount of Debentures in multiples of $1,000 per Debenture. The Underwriter may engage Mariner Financial Services, Inc. (the "Selected Dealer") to find investors for the Series 1997 Debentures pursuant to a Selected Dealer Agreement substantially in the form attached hereto as Exhibit A. However, failure to engage the Selected Dealer shall not constitute a failure on the part of East West to discharge its duties under this Agreement. (2) The Underwriter will be paid a commission of 6.5% of the gross sales price of the Debentures, provided, however, if the Underwriter sells $250,000 in principal amount of the Debentures it will be paid a commission of 7.0% on all sales, and if the Underwriter sells $500,000 or more of the Debentures it will be paid a commission of 8.0% on all sales. (3) The Underwriter will use its best efforts to find purchasers for the Debentures as follows: (i) For the duration of the Offering, all funds received by the Underwriter from purchasers of the Debentures shall remit the proceeds from the sale of the Debentures to the Company in accordance with any applicable rules of the NASD. The Underwriter shall instruct all purchasers to make their investment checks payable to the Company and all checks or funds that the Underwriter receives from purchasers of the Debentures shall be transmitted to the Company. (4) The Underwriter agrees to make a public offering of the Debentures in accordance with, and as set forth in, the Prospectus. Such public offering shall be made directly to the public. (5) Through its legal counsel, the Company has sought to register or qualify the Debentures under the securities or Blue Sky laws of Michigan, Ohio, Illinois, Florida, Pennsylvania and other states to be determined at the Company's sole discretion and such counsel will use their best efforts to effect such registrations or to obtain such qualifications. The Company shall pay for all Blue Sky filing fees as well as all costs and expenses of such counsel in seeking clearance of the Offering in these states, and will file such consents to service of process or other documents as may be necessary to effect such clearance and continue the same in effect for as long a period as the Underwriter ma...
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Employment of Underwriter. 1.1 The Trust hereby appoints the Underwriter its exclusive agent for the distribution of the Shares of each Fund in jurisdictions wherein Shares may legally be offered for sale and the Underwriter hereby accepts such appointment. 1.2 The Underwriter agrees: (a) that it will use its best efforts with reasonable promptness to sell such Shares exclusively to the Accounts at a price equal to the net asset value of such Shares determined in accordance with the Registration Statement; and (b) that the Trust shall receive 100% of such sales price. 1.3 Notwithstanding any other provision hereof, the Board of Trustees of the Trust (the "Board") may refuse to sell shares of any Fund to the Company and the Accounts, or suspend or terminate the offering of shares of any Fund if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Board acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary in the best interests of the shareholders of such Fund. 1.4 The Trust will furnish to the Underwriter from time to time such information with respect to the Trust and its Shares as the Underwriter may reasonably request for use in connection with the sale of Shares. The Underwriter agrees that it will not use or distribute or authorize the use, distribution or dissemination by others in connection with the sale of Shares any statements, other than those contained in the Registration Statement, except such supplemental literature or advertising as shall be lawful under federal and state securities laws and regulations, and that it will furnish the Trust with copies of all such material. 1.5 The Underwriter shall order Shares from the Trust only to the extent that it shall have received purchase orders therefor. 1.6 In selling Shares for the account of the Trust, the Underwriter will in all respects materially conform to the requirements of all applicable state and federal laws relating to such sale and will indemnify and save harmless the Trust from any damage or expense on account of any wrongful act by the Underwriter or any employee, representative or agent of the Underwriter, subject to the provisions of Section 3.1 herein. The Underwriter will observe and be bound by all the provisions of the Declaration or the Registration Statement which at the time in any way require, limit, restrict, prohibit or otherwise regulate any action on the part of the Underwrite...
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Employment of Underwriter. In reliance upon the representations and warranties set forth herein, and subject to the terms and conditions of this Agreement: (a) The Company employs the Underwriter as its exclusive agent to sell for the Company's account the Units, on a cash basis only, at a price of $4.25
Sample 1
Employment of Underwriter. (a) Subject to the terms and conditions herein set forth, the effective date of this Agreement commences on the effective date under the Act of the Registration Statement (the "Effective Date"), and the Company hereby appoints the Underwriter as its exclusive agent as of the Effective Date, for the purpose of offering the Units as provided in this Agreement on a "best efforts" basis with the Units required to be sold within 90 days after the Effective Date if any Units are sold. The Underwriter agrees to use its best efforts to sell the Units as agent for the Company. It is understood and agreed that there is no firm commitment on the part of the Underwriter to purchase any of the Units. (b) The Company hereby grants an option to the Underwriter to offer and sell up to 97,500 additional Units, on the same terms and conditions as the other Units to be offered hereunder. The option is exercisable at any time and from time to time before the expiration of 90 days after the First Closing Date, by written notice to the Company specifying the number of Units as to which the option is being exercised. (c) The Underwriter will offer the Units hereunder at a price of $10.00
Sample 1
Employment of Underwriter. (a) Subject to the terms and conditions herein set forth, the effective date of this Agreement commences on the effective date under the Act of the Registration Statement (the "Effective Date"), and the Company hereby appoints the Underwriter as its exclusive agent as of the Effective Date, for the purpose of offering the Units as provided in this Agreement on a "best efforts" basis with at least $4,200,000 of the Units required to be sold within 75 days after the Effective Date if any Units are sold. The Underwriter agrees to use its best efforts to sell the Units as agent for the Company. It is understood and agreed that there is no firm commitment on the part of the Underwriter to purchase any of the Units. (b) The Company hereby grants an option to the Underwriter to offer and sell up to 60,000 additional Units, on the same terms and conditions as the other Units to be offered hereunder, however, such option may be exercised only for the purpose of covering any over-allotment or oversubscription in the sale of the Units. The option is exercisable at any time and from time to time before the expiration of 150 days after the First Closing Date, by written notice to the Company specifying the number of Units as to which the option is being exercised. (c) The Underwriter will offer the Units hereunder at a price of $15.00
Sample 1
Employment of Underwriter. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth: 3.1 The Company hereby employs the Underwriter as its exclusive agent to sell for its account 1,200,000 Common Shares, on a "best efforts" basis at a price of $ $8 - $10 per Share. The Underwriter agrees to use its best efforts as agent, promptly after receipt of written notice on the Effective Date of the Registration Statement (the "Effective Date"), to sell the 1,200,000 Common Shares subject to the terms, provisions and conditions hereinafter mentioned, for a period of not less than ninety (90) calendar days which may be extended up to an additional ninety (90) calendar days with the consent of the Company and the Underwriter. 3.1.1 All funds received from subscribers shall be made payable to the Company
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Employment of Underwriter 
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Related to Employment of Underwriter

  • TEACHER EMPLOYMENT 8.1. The Board agrees to employ only those teachers who hold at least a bachelors degree from an accredited college or university and are certifiable by the New Hampshire State Department of Education. This provision shall not apply in the instance where the availability of personnel is critical and an appropriate waiver is granted by the New Hampshire State Department of Education. 8.2 Teachers shall not be assigned outside the scope of their teacher certification and major or minor field of study except temporarily and for good cause. 8.3 For purposes of this Agreement, the period of service shall not be more than one hundred eighty-nine (189) days, including a maximum of 180 teaching days. Non- teaching days will include at least the following: Pre-School Year Faculty Meetings 1 Parent-Teacher Conferences 2 Teacher In-Service 3 Teacher Planning Days 2 Professional Development Day 1 Total Contract Days 9 The agenda for the Teacher Planning Days will be set by the teaching staff in each building, and shall be used for teachers to plan curriculum and/or curriculum development only. The Teacher Planning Days will be scheduled either immediately prior to the first day of school, during the school year, and/or after the last day of school, but no later than June 30. The Professional Development Day shall be scheduled in the fall and devoted to any activity that furthers the individual teacher’s Professional Growth Plan. Parent- Teacher Conferences will be scheduled to accommodate and meet the needs of parents. Two (2) weeks notice will be given for make-up days. Teachers new to the District may be required to report one extra day. 8.4 Teachers employed by the District will be given an individual contract (See Appendix C-1 and C-2 attached hereto) each year of their employment. The contract will include teaching assignment, years of service, continuing contract status and annual salary. Continuing contract status will be issued according to NH RSA 189:14-a. The notice of employment shall require that teachers certify they hold a valid New Hampshire certificate, license, or permit to teach. The Board agrees to reimburse for half of the State mandated recertification fee. The individual contract shall be subject to and consistent with the terms and conditions of this Agreement. 8.5 The workday shall begin for those teachers who have assigned duties at a time consistent with the individual schedules of each building. Those teachers who do not have duties before the start of the school day shall be required to report twenty (20) minutes prior to the first scheduled homeroom or class in their building each day. The workday for teachers will end at such time as necessary to carry out their professional duties including, but not limited to, faculty meetings, conferences with parents or students, extra help, open house, or conferences with administrators as required. Such meetings shall be of reasonable duration with end of day faculty meetings being no more than one (1) hour. Otherwise, the teacher workday shall end ten (10) minutes after the last period or class in their building each day, except for those teachers who have assigned duties consistent with the individual schedule of each building. In-service activities or workshops that are required of teachers by administrators will be conducted during the time regular classes are scheduled. Nurses shall not be assigned duties, such as bus duty or recess duty, before, during or after the school day. School counselors may be excused from such duties with the approval of the building administration. 8.6 The Board will make every effort to provide a thirty (30) minute duty-free uninterrupted lunch period. In the event that a thirty minute lunch is not available for all teachers, a committee made up of three teachers appointed by the Association and three persons appointed by the Board shall study the situation and issue a report with recommendations as to how the thirty minute lunch period might be implemented for all teachers prior to the next annual District meeting. However, in no instance shall it be less than twenty (20) minutes. When a thirty (30) minute time period is not scheduled, teachers of self-contained classrooms will be provided a fifteen (15) minute relief period each day. 8.7 The administration will make every effort to provide at least 3.5 hours per week as preparation time for teachers in grades Pre-K – 8. 8.8 Teachers will be notified of their employment status and teaching assignments on or before April 15th, and will return their contract signed, no later than May 1st; however, a teacher’s request for extension of the May 1 deadline may be granted for extenuating circumstances at the Superintendent’s discretion. In the event a teacher rejects a reassignment, the teacher shall be employed to fill any open position which may then be available, provided the Superintendent recommends to the Board that the teacher is qualified and certifiable. A teacher's refusal to accept the reassignment, or any open position which then may be available shall constitute a termination of contract without prejudice. Any change in assignment after April 15th shall be considered an involuntary transfer and shall be effected only for cause. 8.9 When involuntary transfers are effected for a necessary reduction in a school's staff allocation due to reduced student enrollments or the closing and/or consolidation of a building, resignations or leaves of absence, said transfers will be made on the basis of years of service in the District; that teachers in the affected building possessing the least amount of service and applicable certification being transferred first. Such transfer due to resignation or leave of absence shall be for a period not to exceed one (1) year. 8.10 Teachers actively engaged in credited coursework and/or matriculated in degree programs, should give notice by November 1 of their intent to pursue a salary lane change in the following year. All paperwork and formal grade documentation must be filed with the Superintendent’s office by August 1 in order for the salary adjustment to take effect for the upcoming contract year. Time requirements specified in this section may be extended by mutual agreement. 8.11 The Board agrees to submit to the Association for its consideration, suggestions for the school calendar on or before January fifteenth (15th) of the preceding year. The Board reserves the right to establish the school calendar and to make appropriate changes at any time.

  • Employment Relations Education Leave Employment Relations Education Leave will be allowed in accordance with the Employment Relations Act.

  • Not an Employment Agreement This Agreement is not an employment agreement, and no provision of this Agreement shall be construed or interpreted to create an employment relationship between you and the Company or any Affiliate or guarantee the right to remain employed by the Company or any Affiliate for any specified term.

  • Employment of Executive Employer hereby agrees to employ Executive, and Executive hereby agrees to be and remain in the employ of Employer, upon the terms and conditions hereinafter set forth.

  • Secondary Employment A. For any employee entitled to disability leave, the employer shall pay the covered employee compensation in accordance with section 10.2 governing disability leave. B. The employer shall pay compensation for the period that the covered employee is entitled to disability leave for a maximum period of eighteen (18) months, except as set forth in 10.2(b) and 10.3(b). C. The employee shall be eligible for compensation for such disability leave if the employee is temporarily disabled from the duties of the public safety employment that gave rise to the injury, regardless or whether the employee engages in secondary employment, provided that: 1. The secondary employment commenced prior to the injury; 2. The duties of the secondary employment are not likely to cause delay or preclude full recovery and return to work as certified by the FROMS physician and such employment is approved by the Fire Chief. Such requests shall not be unreasonably denied.

  • Summer Employment 5.10.1 Summer employment is defined as temporary employment of employees during their non-contract days between the end of one school year and the beginning of the next school year in classifications covered by this agreement. 5.10.2 All terms and conditions of this agreement shall be in force throughout any period of "summer employment" except for any deviations specifically addressed in thissection. 5.10.3 Employees who wish to be employed in summer employment must apply for a position(s) advertised on the district's employment website as temporary summer positions become available. 5.10.4 Employees shall be eligible for summer employment according to the employee's classification, district wide seniority, training, experience, and skills and the needs of the district.

  • Outside Employment Employees may engage in other employment outside of their State working hours so long as the outside employment does not involve a conflict of interest with their State employment. Whenever it appears that any such outside employment might constitute a conflict of interest, the employee is expected to consult with his/her appointing authority or other appropriate agency representative prior to engaging in such outside employment. Employees of agencies where there are established procedures concerning outside employment for the purpose of insuring compliance with specific statutory restrictions on outside employment are expected to comply with such procedures.

  • Employment of the Adviser The Trust hereby employs the Adviser to manage the investment and reinvestment of the Fund's assets and to administer its affairs, subject to the direction of the Board of Trustees and the officers of the Trust, for the period and on the terms hereinafter set forth. The Adviser hereby accepts such employment and agrees during such period to render the services and to assume the obligations herein set forth for the compensation herein provided. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority to act for or represent the Fund or the Trust in any way or otherwise be deemed an agent of the Fund or the Trust.

  • Employment of Consultant CONSULTANT will perform as an independent contractor all services under this Contract to the prevailing professional standards consistent with the level of care and skill ordinarily exercised by members of its profession, both public and private, currently practicing in the same locality under similar conditions, including reasonable, informed judgments and prompt, timely action. If CONSULTANT is representing that it has special expertise in one or more areas to be utilized in this Contract, then CONSULTANT agrees to perform those special expertise services to the appropriate local, regional or national professional standards.

  • Employment of Personnel Manager shall use its diligent efforts to investigate, hire, pay, supervise and discharge the personnel necessary to be employed by it to properly maintain, operate and lease the Property, including without limitation a property manager or business manager at the Property. Such personnel shall in every instance be deemed agents or employees, as the case may be, of Manager. Owner has no right of supervision or direction of agents or employees of Manager whatsoever; however, Owner shall have the right to require the reassignment or termination of any employee. All Owner directives shall be communicated to Manager’s senior level management employees. Manager and all personnel of Manager who handle or who are responsible for handling Owner’s monies shall be bonded in favor of Owner. Manager agrees to obtain and keep in effect fidelity insurance in an amount not less than Two Hundred Fifty Thousand Dollars ($250,000). All reasonable salaries, wages and other compensation of personnel employed by Manager, including so-called fringe benefits, worker’s compensation, medical and health insurance and the like, shall be deemed to be reimbursable expenses of Manager. Manager may allow its employees who work at the Property and provide services to the Property after normal business hours, to reside at the Property for reduced rents (or rent fee as provided in the Operating Budget) in consideration of their benefit to Owner and the Property, provided such reduced rents are reflected in the Annual Business Plan.

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