Exclusive Appointment of Dealer Manager. 1.1 On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company hereby appoints the Dealer Manager as its exclusive agent and dealer manager during the period commencing with the date hereof and ending on the Offering Termination Date (as defined in Section 1.2 below) (the “Offering Period”) to solicit, or cause to be solicited, purchasers of the Units on a “best efforts” basis through a private, limited offering exempt from registration under the Securities Act pursuant to Regulation D, and applicable state blue sky registration exemptions, upon the other terms and conditions set forth in the Memorandum. The Dealer Manager, in its sole discretion, is authorized to retain other registered broker-dealers (“Participating Broker-Dealers”) who are members in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”) for the purpose of soliciting offers for the purchase of the Units pursuant to a Participating Dealer Agreement substantially in the form attached to this Agreement as Exhibit B (the “Participating Broker-Dealer Agreement”). The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Units on said terms and conditions. 1.2 It is understood that no sale of Units shall be regarded as effective unless and until accepted by the Company. The Company reserves the right in its sole discretion to refuse to sell any of the Units to any prospective purchaser. Units will be offered during a period commencing on the date of the first Property Supplement (“Effective Date”), and continuing until the earlier of: (i) the date that the maximum aggregate amount of Units is sold pursuant to the Offerings, subject to the Company’s option to increase the maximum aggregate amount of the Offerings in its sole discretion, or (ii) such date as Company otherwise terminates the Offerings, which it may do at any time in its sole discretion (in each case, the “Offering Termination Date”).
Appears in 1 contract
Sources: Dealer Manager Agreement (JLL Income Property Trust, Inc.)
Exclusive Appointment of Dealer Manager. 1.1 On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company hereby appoints the Dealer Manager as its exclusive agent and dealer manager during the period commencing with the date hereof and ending on the Offering Termination Date (as defined in Section 1.2 below) (the “Offering Period”) to solicit, or cause to be solicited, purchasers of the Units Primary Shares on a “best efforts” basis through a private, limited offering exempt from registration under the Securities Act pursuant to Regulation D, and applicable state blue sky registration exemptions, upon the other terms and conditions set forth in the Memorandum. The Dealer Manager, in its sole discretion, is authorized to retain other registered broker-dealers (“Participating Broker-Dealers”) who are members in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”) for the purpose of soliciting offers for the purchase of the Units Primary Shares pursuant to a Participating Dealer Agreement substantially in the form attached to this Agreement as Exhibit B A (the “Participating Broker-Dealer Agreement”). The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Units Primary Shares on said terms and conditions.
1.2 It is understood that no sale of Units Shares shall be regarded as effective unless and until accepted by the Company. The Company reserves the right in its sole discretion to refuse to sell any of the Units Shares to any prospective purchaser. Units The Shares will be offered during a period commencing on March 3, 2015, the date of the first Property Supplement Memorandum (“Effective Date”), and continuing until the earlier of: (i) the date that the maximum aggregate amount of Units Shares is sold pursuant to the OfferingsOffering, subject to the Company’s option to increase the maximum aggregate amount of the Offerings Offering in its sole discretion, or (ii) such date as Company otherwise terminates the OfferingsOffering, which it may do at any time in its sole discretion (in each case, the “Offering Termination Date”)discretion.
Appears in 1 contract
Sources: Dealer Manager Agreement (Jones Lang LaSalle Income Property Trust, Inc.)
Exclusive Appointment of Dealer Manager. 1.1 On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company hereby appoints the Dealer Manager as its exclusive agent and dealer manager during the period commencing with the date hereof and ending on the Offering Termination Date (as defined in Section 1.2 below) (the “Offering Period”) to solicit, or cause to be solicited, purchasers of the Units on a “best efforts” basis through a private, limited offering exempt from registration under the Securities Act pursuant to Regulation D, and applicable state blue sky registration exemptions, upon the other terms and conditions set forth in the Memorandum. The Dealer Manager, in its sole discretion, is authorized to retain other registered broker-dealers (“Participating Broker-Dealers”) who are members in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”) for the purpose of soliciting offers for the purchase of the Units pursuant to a Participating Dealer Agreement substantially in the form attached to this Agreement as Exhibit B (the “Participating Broker-Dealer Agreement”). The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Units on said terms and conditions.
1.2 It is understood that no sale of Units shall be regarded as effective unless and until accepted by the Company. The Company reserves the right in its sole discretion to refuse to sell any of the Units to any prospective purchaser. Units will be offered during a period commencing on the date of the first Property Supplement (“Effective Date”), and continuing until the earlier of: (i) the date that the maximum aggregate amount of Units is sold pursuant to the Offerings, subject to the Company’s option to increase the maximum aggregate amount of the Offerings in its sole discretion, or (ii) such date as Company otherwise terminates the Offerings, which it may do at any time in its sole discretion (in each case, the “Offering Termination Date”)discretion.
Appears in 1 contract
Sources: Dealer Manager Agreement (Jones Lang LaSalle Income Property Trust, Inc.)
Exclusive Appointment of Dealer Manager. 1.1 On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company hereby appoints the Dealer Manager as its exclusive agent and dealer manager during the period commencing with the date hereof and ending on the Offering Termination Date (as defined in Section 1.2 below) (the “Offering Period”) to solicit, or cause to be solicited, purchasers of the Units Primary Shares on a “best efforts” basis through a private, limited offering exempt from registration under the Securities Act pursuant to Regulation D, and applicable state blue sky registration exemptions, upon the other terms and conditions set forth in the Memorandum. The Dealer Manager, in its sole discretion, is authorized to retain other registered broker-dealers (“Participating Broker-Dealers”) who are members in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”) for the purpose of soliciting offers for the purchase of the Units Primary Shares pursuant to a Participating Dealer Agreement substantially in the form attached to this Agreement as Exhibit B A (the “Participating Broker-Dealer Agreement”). The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Units Primary Shares on said terms and conditions.
1.2 It is understood that no sale of Units Shares shall be regarded as effective unless and until accepted by the Company. The Company reserves the right in its sole discretion to refuse to sell any of the Units Shares to any prospective purchaser. Units The Shares will be offered during a period commencing on June 9, 2014, the date of the first Property Supplement Memorandum (“Effective Date”), and continuing until the earlier of: (i) the date that the maximum aggregate amount of Units Shares is sold pursuant to the OfferingsOffering, subject to the Company’s option to increase the maximum aggregate amount of the Offerings Offering in its sole discretion, or (ii) such date as June 9, 2015, one year from the Effective Date; provided, however, the Company otherwise terminates may terminate the Offerings, which it may do Offering at any time in its sole discretion (in each case, the “Offering Termination Date”)discretion.
Appears in 1 contract
Sources: Dealer Manager Agreement (Jones Lang LaSalle Income Property Trust, Inc.)
Exclusive Appointment of Dealer Manager. 1.1 On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the The Company hereby appoints the Dealer Manager as its exclusive agent and dealer manager during the period (the “Offering Period”) commencing with the date hereof and ending on either (a) the Offering Termination Date (as defined in Section 1.2 below) (the “Offering Period”) to solicit, or cause to be solicited, purchasers third anniversary of the Units on initial Effective Date of the Registration Statement or, (b) in the event that the Company files a “best efforts” basis through a private, limited offering exempt from new registration statement with the SEC pursuant to Rule 415 under the Securities Act prior to the third anniversary of the Initial Effective Date of the Registration Statement (a “Follow-On Registration Statement”), the last date which the Company is permitted pursuant to Regulation DRule 415 under the Securities Act to continue to offer and sell the Offered Shares under the Registration Statement, to engage Participating Broker-Dealers to solicit purchasers of the Primary Shares at the purchase price to be paid in accordance with, and applicable state blue sky registration exemptions, otherwise upon the other terms and conditions set forth in in, the Memorandum. The Prospectus, and the Dealer Manager, in Manager agrees to use its sole discretion, is authorized best efforts to retain other registered broker-dealers (“cause Participating Broker-Dealers”) who are Dealers to procure purchasers of the Primary Shares during the Offering Period. The Primary Shares offered and sold through the Dealer Manager under this Agreement shall be offered and sold only by Participating Broker-Dealers whom the Dealer Manager may retain, each of which shall be members of FINRA in good standing of the Financial Industry Regulatory Authoritystanding, Inc. (“FINRA”) for the purpose of soliciting offers for the purchase of the Units pursuant to a Participating Dealer Agreement substantially in the form attached to this Agreement as Exhibit B (the “an executed Participating Broker-Dealer Agreement”)Agreement with such Participating Broker-Dealer. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell procure purchases of the Units Primary Shares on said such terms and conditionsconditions during the Offering Period.
1.2 It is understood that no sale of Units shall be regarded as effective unless and until accepted by the Company. The Company reserves the right in its sole discretion to refuse to sell any of the Units to any prospective purchaser. Units will be offered during a period commencing on the date of the first Property Supplement (“Effective Date”), and continuing until the earlier of: (i) the date that the maximum aggregate amount of Units is sold pursuant to the Offerings, subject to the Company’s option to increase the maximum aggregate amount of the Offerings in its sole discretion, or (ii) such date as Company otherwise terminates the Offerings, which it may do at any time in its sole discretion (in each case, the “Offering Termination Date”).
Appears in 1 contract
Sources: Dealer Manager Agreement (RREEF Property Trust, Inc.)