Offer and Sale of Shares. Financial Intermediary will offer and sell Shares only in accordance with the terms and conditions of the applicable current prospectus (“Prospectus”) and Statement of Additional Information (“SAI”) and applicable rules, regulations and requirements. Financial Intermediary will make no representations concerning any Shares not included in the Prospectus or SAI or in any authorized supplemental sales material supplied to Financial Intermediary by JPMDS or the Funds.
Offer and Sale of Shares. Subject to the terms and conditions stated herein, MCUSA agrees to offer and sell the Shares on a “best efforts” basis. MCUSA is authorized to enlist Selling Dealers, acceptable to the Fund, to offer and sell the Shares. Each Selling Dealer shall be duly registered as a broker-dealer under the Exchange Act and in the jurisdictions where it is required to be registered in order to offer and sell the Shares, shall be a member in good standing of FINRA, and shall enter into a selling dealer agreement, in substantially the form attached hereto as Schedule 1 (the “Selling Dealer Agreement”). The Manager may, with notice to MCUSA, change the terms and conditions of the subscriptions at any time (but such change may not adversely affect the rights of subscribers who may have submitted their subscriptions before such change) and to suspend or discontinue the sale of the Shares at any time and without notice.
Offer and Sale of Shares. The offer and sale of Shares is to be effected pursuant to the registration requirements of the 1933 Act. As used in this Agreement, the terms “offer” and “sale” have the meanings specified in Section 2(3) of the 1000 Xxx. The Distributor shall not have any rights or obligations in connection with the offer and sale of Shares contemplated by this Agreement, except as expressly provided in this Agreement. In no event shall the Distributor be obligated to purchase Shares for its own account or for the accounts of its customers.
Offer and Sale of Shares. The Company has taken all required action under the 1933 Act, the 1933 Act Regulations, the 1940 Act and the 1940 Act Regulations to make the offering and consummate the sale of the Shares as contemplated by this Agreement.
Offer and Sale of Shares. 1.1 Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby appoints the Dealer Manager as its agent and distributor to solicit and to retain the Participating Dealers (as defined below) to solicit subscriptions for the Shares at the subscription price to be paid in cash. The Dealer Manager hereby accepts such agency and exclusive distributorship and agrees to use its reasonable best efforts to sell or cause to be sold the Shares in such quantities and to such persons in accordance with such terms as are set forth in this Agreement, the Prospectus and the Registration Statement (as defined below). The Dealer Manager shall do so during the period commencing on the initial Effective Date (as defined below) and ending on the termination of this Agreement pursuant to Section 10. The number of Shares, if any, to be reserved for sale by each Participating Dealer may be determined by mutual agreement, from time to time, by the Dealer Manager and the Company. In the absence of such determination, the Company shall accept subscriptions based upon a first-come, first accepted reservation or other similar method. Under no circumstances will the Dealer Manager be obligated to underwrite or purchase any Shares for its own account and, in soliciting purchases of Shares, the Dealer Manager shall act solely as the Company’s agent and not as an underwriter or principal.
Offer and Sale of Shares. Financial Intermediary and BD will make the Funds available to Contractowners through the Separate Account only in accordance with the terms and conditions of the applicable current prospectus (“Prospectus”) and Statement of Additional Information (“SAI”) and applicable rules, regulations and requirements. Financial Intermediary and BD will make no representations concerning any Shares not included in the Prospectus or SAI or in any authorized supplemental sales material supplied to Financial Intermediary by JPMDS or the Funds.
Offer and Sale of Shares. (a) Pursuant to the Registration Statement (the “Registration Statement”) and amendments thereto meeting the requirements of Form S-1 under the Securities Act and the rules and regulations of the SEC promulgated thereunder and the final prospectus (the “Prospectus”), the Trust is offering Shares, subject to a minimum capital commitment of $25,000 and any additional capital commitment in excess thereof in integral multiples of $1,000 (the “Commitment”) per subscriber (“Subscriber”), as set forth in the Prospectus, the Subscription Agreement (as defined below) and the Trust Agreement (as defined below). The Commitment of any Subscriber shall be made as provided in the subscription agreement (the “Subscription Agreement”) completed and executed by such Subscriber in connection with the Commitment. Seven (7) Business Days after the effectiveness of the Registration Statement (the “Closing Date”), (i) if the Trust receives Commitments from Subscribers for 400,000 or more Shares, the Trust and the Placement Agent shall instruct UMB Bank, N.A. (the “Escrow Agent”) to release the balance of the non-interest bearing deposit account maintained by the Escrow Agent to receive the Commitments of all Subscribers (the “Investor Funds”), and the Trust shall concurrently deliver the Shares purchased to the Subscribers, or (ii) if the Trust receives Commitments from Subscribers for less than 400,000 Shares, the Trust and the Placement Agent shall instruct the Escrow Agent to return the Investor Funds to the Subscribers, in each case, as described in the Prospectus, the Subscription Agreement and the escrow agreement with the Escrow Agent.
Offer and Sale of Shares. Financial Intermediary will purchase, redeem and pay for Shares only in accordance with the terms and conditions of the applicable current prospectus (“Prospectus”). Statement of Additional Information (“SAI”), and Article I of the Participation Agreement, and applicable rules, regulations and requirements.
Offer and Sale of Shares. (a) Pursuant to the Confidential Memorandum, the Company is offering Shares on a continuous basis for an indefinite period of time. Shares will be offered, subject to any minimum investment amount per subscriber (“Subscriber”) and class of Shares, as set forth in the Confidential Memorandum and the Subscription Agreement (as defined below). The issuance and sale of any Shares to any Subscriber whose subscription is accepted by the Company shall be made as provided in the Confidential Memorandum and the subscription agreement (together with any supplement and other materials required to be submitted therewith, the “Subscription Agreement”) completed and executed by such Subscriber in connection with the subscription. The first date on which the Company accepts subscriptions for Shares in the Offering is the “Initial Closing Date.” The Company intends to hold an indefinite number of closings subsequent to the Initial Closing Date for the duration of the Company’s continuous offering, as described in the Confidential Memorandum (each date on which a subsequent closing is held, a “Subsequent Closing Date”).
Offer and Sale of Shares. The offer and sale of Shares is to be effected pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), provided by Section 4(2) thereof and the regulations thereunder. Offers and sales of the Shares by the Fund will be made in accordance with the general provisions of Regulation D under the 1933 Act ("Regulation D"). As used in this Agreement, the terms "offer" and "sale" have the meanings specified in Section 2(3) of the 0000 Xxx. The Agent shall not have any rights or obligations in connection with the offer and sale of Shares contemplated by this Agreement, except as expressly provided in this Agreement. In no event shall the Agent be obligated to purchase Shares for its own account or for the accounts of its customers.
