Obligations and Compensation of Dealer Manager. 3.1. The Company hereby appoints the Dealer Manager as its agent and principal distributor for the purpose of selling for cash up to a maximum of $2,975,000,000 in Shares (or such other amount as the Company allocates to the primary Offering of Shares as described in the first paragraph of this Agreement) through the dealers selected to participate in the distribution of Shares in the Offering who have executed Selected Dealer Agreements with the Dealer Manager (each, a “Dealer” and, collectively, the “Dealers”), all of whom shall be members of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Dealer Manager may also sell Shares for cash directly to its own clients and customers at the public offering price and subject to the terms and conditions stated in the Prospectus. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Shares on said terms and conditions. The Dealer Manager represents to the Company that (i) it is a member of FINRA; (ii) it and its employees and representatives have all required licenses and registrations to act under this Agreement; and (iii) it has established and implemented anti-money laundering compliance programs in accordance with applicable law, including applicable FINRA rules, SEC rules, and the USA PATRIOT Act of 2001, reasonably designed to detect and cause the reporting of suspicious transactions in connection with the sale of Shares of the Company.
3.2. The Dealer Manager and the Dealers shall commence the offering of the Shares for cash to the public only in jurisdictions in which the Shares are registered or qualified for sale or in which such offering is otherwise permitted. The Dealer Manager and the Dealers will suspend or terminate offering of the Shares upon request of the Company at any time and will resume offering the Shares upon subsequent request of the Company.
3.3. Except as provided in the “Plan of Distribution” section of the Prospectus, as compensation for the services rendered by the Dealer Manager, the Company agrees that it will pay to the Dealer Manager selling commissions in the amount of 7.0% of the gross proceeds of the Class A Shares sold and 3.0% of the gross proceeds of the Class T Shares sold, plus a dealer manager fee in the amount of 2.0% of the gross proceeds of the Shares sold to the public; provided, however, that there shall be no selling commissions and no dealer manager fees paid for sales of Shares under the Co...
Obligations and Compensation of Dealer Manager. 3.1 The Company hereby appoints the Dealer Manager as its agent and principal distributor for the purpose of selling for cash up to a maximum of 220,000,000 Shares through the Dealers, all of whom shall be members of the National Association of Securities Dealers, Inc. (the "NASD"). The Dealer Manager may also sell Shares for cash directly to its own clients and customers and employees (and certain family members) of the Company and the Dealer Manager and their affiliates subject to the terms and conditions stated in the Prospectus. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Shares on said terms and conditions. The Dealer Manager represents to the Company that it is a member of the NASD and that it and its employees and representatives have all required licenses and registrations to act under this Dealer Manager Agreement. The Dealer Manager agrees to be bound by the terms of the Amended and Restated Escrow Agreement executed as of February 25, 2004, between Wells Fargo Bank, N.A., as escrow agent, and the Company.
3.2 Promptly after the effective date of the Registration Statement, the Dealer Manager and the Dealers shall commence the offering of the Shares for cash to the public in jurisdictions in which the Shares are registered or qualified for sale or in which such offering is otherwise permitted. The Dealer Manager and the Dealers will suspend or terminate offering of the Shares upon request of the Company at any time and will resume offering the Shares upon subsequent request of the Company.
3.3 Except as otherwise provided in the "Plan of Distribution" section of the Prospectus, as compensation for the services rendered by the Dealer Manager, the Company agrees that it will pay to the Dealer Manager selling commissions in the amount of up to 6.0% of the gross proceeds of the Shares sold (up to 4.0% for shares issued pursuant to our dividend reinvestment plan) plus a dealer manager fee in the amount of 2.2% of the gross proceeds of the Shares sold to the public. No dealer manager fee shall be paid with respect to Shares sold pursuant to the Company's dividend reinvestment plan. Notwithstanding the foregoing, no commissions, payments or amount whatsoever will be paid to the Dealer Manager under this Section 3.3 unless or until 1,000,000 Shares have been sold by the Dealer Manager and its Dealers (the "Minimum Offering"). Until the Minimum Offering is obtained, proceeds from the sal...
Obligations and Compensation of Dealer Manager. 5.1. The Company hereby appoints the Dealer Manager as its agent and principal distributor during the Offering Period (as defined in Section 5.2) for the purpose of finding, on a best-efforts basis, purchasers for the Shares for cash through the distribution channels contemplated herein. The Dealer Manager may also arrange for the sale of Shares for cash directly to clients and customers identified by the Company on the terms and conditions stated herein and in the Prospectus. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to find purchasers for the Shares on said terms and conditions.
Obligations and Compensation of Dealer Manager. 3.1 The Company hereby appoints the Dealer Manager as its agent and principal distributor for the purpose of selling for cash up to the maximum amount of Shares set forth in the Prospectus (subject to the Company’s right of reallocation, as described in the Prospectus) through Dealers, all of whom shall be members in good standing of the Financial Industry Regulatory Authority (“FINRA”). The Dealer Manager may also sell Shares for cash directly to its own clients, customers and employees (and certain family members of the Company and the Dealer Manager and their affiliates), subject to the terms and conditions stated in the Prospectus. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Shares on said terms and conditions set forth in the Prospectus with respect to each Offering and any additional terms or conditions specified in Schedule 2 to this Dealer Manager Agreement, as it may be amended from time to time. The Dealer Manager represents to the Company that it is a member in good standing of FINRA and that it and its employees and representatives have all required licenses and registrations to act under this Dealer Manager Agreement.
3.2 Promptly after the effective date of the Registration Statement, the Dealer Manager and the Dealers shall commence the offering of the Shares for cash to the public in jurisdictions in which the Shares are registered or qualified for sale or in which such offering is otherwise permitted. The Dealer Manager and the Dealers shall suspend or terminate offering the Shares upon request of the Company at any time and shall resume offering the Shares upon subsequent request of the Company.
Obligations and Compensation of Dealer Manager. 5.1. The Company hereby appoints the Dealer Manager as its agent and principal distributor during the Offering Period (as defined in Section 5.3 hereof) for the purpose of finding, on a best-efforts basis, purchasers for the Shares for cash through the distribution channels contemplated herein. The Dealer Manager may also arrange for the sale of Shares for cash directly to clients and customers identified by the Company on the terms and conditions stated herein and in the Prospectus. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to find purchasers for the Shares on said terms and conditions.
5.2. The Shares offered and sold through the Dealer Manager under this Agreement shall be offered and sold only by the Dealer Manager and other securities dealers the Dealer Manager may retain (collectively, the “Dealers”); provided that (a) the Dealer Manager reasonably believes that all Dealers are registered with the SEC, are members of FINRA and are duly licensed or registered by the regulatory authorities in the jurisdictions in which they will offer and sell Shares or are exempt from broker dealer registration with the SEC and all other applicable regulatory authorities, (b) all such engagements are evidenced by written agreements, the terms and conditions of which substantially conform to the form of Soliciting Dealers Agreement approved by the Company and the Dealer Manger, in the form attached to this Agreement as Exhibit A (the “Selected Dealer Agreement”), and (c) the Company shall have previously approved each Dealer (such approval not to be unreasonably withheld or delayed).
Obligations and Compensation of Dealer Manager. (a) The Company hereby appoints the Dealer Manager as its agent and principal distributor during the Offering Period (as defined in Section 3(c)) for the purpose of finding, on a best efforts basis, purchasers for the Shares for cash through the Participating Brokers, all of whom shall be members of the NASD. The Dealer Manager may also arrange for the sale of Shares for cash directly to its own clients and customers at the public offering price and subject to the terms and conditions stated in the Prospectus. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to find purchasers for the Shares on said terms and conditions, commencing as soon as practicable.
(b) The Dealer Manager agrees to be bound by the terms of the Escrow Agreement dated _____________, 2005 among U.S. Bank, N.A. as escrow agent, the Dealer Manager and the Company.
Obligations and Compensation of Dealer Manager. (a) The Company hereby appoints the Dealer Manager as its agent and principal distributor during the Offering Period (as defined in Section 3(c)) for the purpose of finding, on a best efforts basis, purchasers for the Shares for cash through the Participating Brokers, all of whom shall be members of FINRA. The Dealer Manager may also arrange for the sale of Shares for cash directly to its own clients and customers at the public offering price and subject to the terms and conditions stated in the Prospectus. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to find purchasers for the Shares on said terms and conditions, commencing as soon as practicable.
Obligations and Compensation of Dealer Manager. 3.1 The Company hereby appoints the Dealer Manager as its agent and principal distributor for the purpose of selling for cash up to an aggregate maximum purchase price of $2,500,000,000 in Shares through the Dealers, all of whom shall be members in good standing of the Financial Industry Regulatory Authority (“FINRA”). The Dealer Manager may also sell Shares for cash directly to its own clients, customers and employees (and certain family members of the Company and the Dealer Manager and their affiliates), subject to the terms and conditions stated in the Prospectus. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Shares on said terms and conditions. The Dealer Manager represents to the Company that it is a member in good standing of FINRA and that it and its employees and representatives have all required licenses and registrations to act under this Dealer Manager Agreement.
3.2 Promptly after the effective date of the Registration Statement, the Dealer Manager and the Dealers shall commence the offering of the Shares for cash to the public in jurisdictions in which the Shares are registered or qualified for sale or in which such offering is otherwise permitted. The Dealer Manager and the Dealers shall suspend or terminate offering the Shares upon request of the Company at any time and shall resume offering the Shares upon subsequent request of the Company.
Obligations and Compensation of Dealer Manager. 5.1. The Company hereby appoints the Dealer Manager as its agent and principal distributor during the Offering Period (each defined in Section 5.3) for the purpose of finding, on a best efforts basis, purchasers for the Shares for cash through such securities dealers that the Dealer Manager may retain (individually, a "DEALER", and collectively, the "DEALERS"), all of whom shall be members of the NASD, pursuant to a Selected Dealer Agreement in the form attached to this Agreement as Exhibit A. The Dealer Manager may also arrange for the sale of Shares for cash directly to its own clients and customers at the public offering price and subject to the terms and conditions stated in the Prospectus. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to find purchasers for the Shares on said terms and conditions, commencing as soon as practicable.
5.2. The Dealer Manager agrees to be bound by the terms of (a) the Amended and Restated Escrow Agreement, dated November 10, 2005, as amended and restated as of ________, 2006 among Wachovia Bank, National Association, as escrow agent (the "ESCROW AGENT"), the Dealer Manager and the Company, and (b) the Amended and Restated Escrow Agreement for Pennsylvania Subscribers, dated November 10, 2005, as amended and restated as of _________, 2006 among the Escrow Agent, the Dealer Manager and the Company, in each case as such agreements may be amended from time to time.
Obligations and Compensation of Dealer Manager. 5.1. The Company hereby appoints the Dealer Manager as its agent and principal distributor during the Offering Period (as hereinafter defined) for the purpose of finding, on a best efforts basis, purchasers for the Shares for cash through the Dealers, all of whom shall be members of the NASD. The Dealer Manager may also arrange for the sale of Shares for cash directly to its own clients and customers at the public offering price and subject to the terms and conditions stated in the Prospectus. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to find purchasers for the Shares on said terms and conditions, commencing as soon as practicable.
5.2. The Dealer Manager agrees to be bound by the terms of the Escrow Agreement dated , 2003 among SouthTrust Bank as escrow agent, the Dealer Manager and the Company, a copy of which is attached hereto as Exhibit B.
