Manner of Offering, Selling and Purchasing Shares Sample Clauses

Manner of Offering, Selling and Purchasing Shares. The Fund has delivered to you a copy of the Fund's current prospectus and will provide you with such number of copies of the Fund's prospectus, statement of additional information, shareholder reports and of supplementary sales materials prepared by, or on behalf of, the Fund as you may reasonably request. Shares will be offered and sold only in accordance with the terms and conditions of the current prospectus and statement of additional information of the Fund. Neither you nor any other person is authorized to give any information or to make any representation, whether written or oral, other than information and representations contained in the prospectus, statement of additional information, shareholder reports or in supplementary sales materials. You agree that you will not use any other offering materials for the Fund without the Fund's written consent. You will distribute prospectuses and reports to your customers in accordance with applicable requirements, except to the extent that we expressly undertake to do so on your behalf. You hereby agree (i) to be responsible for the proper instruction and training of all sales personnel that you employ; (ii) to exercise your best efforts to find purchasers for the Shares of the Fund and to place Shares sold by you on an investment basis; (iii) to furnish to each person to whom any sale is made a copy of the then current prospectus of the Fund; (iv) to transmit to the Fund promptly, upon receipt, any and all orders received by you; and (v) not to withhold placing customers' orders with the Fund in order thereby to make a profit for yourself. You also agree to pay to the Fund the offering price, within three (3) business days after the date of the Fund's acceptance of your order, or such shorter time as may be required by law. All orders must be accompanied by payment in U.S. dollars. Checks issued in payment of orders must be drawn on a U.S. bank. If such payment is not received within said time period, the Fund reserves the right, without prior notice, to cancel the sale and to redeem the Shares. In the latter case the Fund shall have the right to hold you responsible for any loss resulting to the Fund. Should payment be made by check, a request for liquidation of Shares may be delayed pending clearance of the check. You shall make all sales subject to the Fund's confirmation. You also agree to issue confirmations promptly for all accepted purchase orders for accounts held in street name. All orders are sub...
AutoNDA by SimpleDocs
Manner of Offering, Selling and Purchasing Shares. We will provide you promptly with such number of copies as you may reasonably request of each Fund’s Prospectus and Statement of Additional Information and, subsequently, each then-current Prospectus, Statement of Additional Information and shareholder reports and of supplementary written sales materials prepared by us. You will offer and sell the Shares only in accordance with the terms and conditions of the applicable then-current Prospectus and Statement of Additional Information of the applicable Fund. Neither you nor any other person is authorized to give any information or to make any representations other than those contained in such Prospectuses, Statement of Additional Information, shareholder reports, supplementary sales materials or any other written statement, document, or materials provided to you by us or the applicable Fund. You agree that you will not use any offering materials (other than those supplied to you by us or the applicable Fund) for the Funds without our written consent. You hereby agree:

Related to Manner of Offering, Selling and Purchasing Shares

  • SALE AND PURCHASE OF THE SALE SHARES 2.1 On and subject to the provisions of this Agreement, at Completion the Seller shall sell, and the Purchaser shall purchase, the Sale Shares free and clear from all Encumbrances, together with all rights attaching to them as at Completion, including any right to receive dividends, distributions or any return of capital declared, made or paid with effect from Completion.

  • Sale Shares The Sale Shares have been duly issued, and the Sellers own the Sale Shares free and clear of all Encumbrances.

  • Authorization Purchase and Sale Terms of the Private Placement Warrants A. Authorization of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to the Purchaser.

  • Sale and Purchase of the Shares On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement:

  • Sale and Purchase of Shares Upon the terms and subject to the conditions contained herein, on the Closing Date the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Shares.

  • Purchase and Sale of Preferred Shares and Warrants 1.1.1. On or prior to the Initial Closing, as hereinafter defined, the Company shall adopt and file the Certificate of Designation with the Secretary of State of the State of Delaware and authorize, execute and deliver the Warrant Agreement.

  • Purchaser Shares The issuance, transfer, and delivery of the Purchaser Shares hereunder have been duly authorized by all required corporate action on the part of Purchaser, and when issued, transferred, and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, free and clear of all Encumbrances.

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

  • SELLING SHAREHOLDERS The common stock being offered by the selling shareholders are those issuable to the selling shareholders upon conversion of the Debentures. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Debentures” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrants, as of ________, 2022, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable upon conversion of the Debentures, determined as if the outstanding Debentures were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C PROGRESSIVE CARE, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive Care, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

  • Purchase and Sale of Shares and Warrants Subject to the satisfaction (or waiver) of the conditions to Closing set forth in this Agreement and the Escrow Agreement, each Subscriber shall purchase the Shares and Warrants for the portion of the Purchase Price indicated on the signature page hereto, and the Company shall sell such Shares and Warrants to the Subscriber. The Purchase Price for the Shares and Warrants shall be paid in cash. The entire Purchase Price shall be allocated to the Shares.

Time is Money Join Law Insider Premium to draft better contracts faster.