Offer of Interests Sample Clauses

Offer of Interests. Neither the Company nor anyone acting on its behalf has taken or will take any action that would subject the issuance and sale of the Interests to the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).
Sample 1Sample 2Sample 3See All (5)
AutoNDA by SimpleDocs
Offer of Interests. Neither the Trust Company nor any Person authorized to act on its behalf has directly or indirectly offered any interest in the Trust Estate or under the Declaration of Trust or any interests similar thereto or the Instruments or any similar security, or offered any thereof for sale to, or solicited any offer to buy any thereof from, or otherwise approached or negotiated with respect thereto with, any Person, which offer or solicitation would require registration under the Securities Act.
Sample 1Sample 2Sample 3
Offer of Interests. The offer of interests in the Partnership has been made in accordance with all applicable laws. All licenses, approvals, consents, filings or registrations required by the Partnership, the General Partner [and/or the Manager] for the formation of the Partnership and the carrying out of its activities, the due execution, delivery or performance of [the Management Agreement,] this Agreement and the Partnership Agreement, and the due acceptance of the Applicant as a Limited Partner have been duly obtained, received, filed or registered (as applicable).
Sample 1Sample 2
Offer of Interests. During the Initial Offering Period, each Series of the Trust shall offer at a price of $100 per Interest, a maximum of 1,000,000 Interests ($100,000,000), including the Interests of the Manager. No fractional Interests shall be issued during the Initial Offering Period. Each Interest Holder whose subscription for Interests in a Series has been accepted by the Manager on behalf of such Series shall make a Capital Contribution to the Trust of at least $25,000 per Series in increments of $1000 unless the Manager in its discretion permits an Interest Holder to make a smaller Capital Contribution. The offering shall be made pursuant to and on the terms and conditions set forth in the Offering Memorandum. The Manager shall make such arrangements for the sale of the Interests as it deems appropriate. — Effect of the Sale of at least 40,000 Interests of the Unleveraged Series or 20,000 Interests of the Leveraged Series. In the event that at least 40,000 Interests of the Unleveraged Series or 20,000 Interests of the Leveraged Series, excluding the Interests of the Manager and the Initial Interest Holder, offered pursuant to the Offering Memorandum are sold during the Initial Offering Period, the Manager will admit all accepted subscribers in such Series as Interest Holders by executing on behalf of such Interest Holders this Trust Agreement, pursuant to the Power of Attorney set forth in the Subscription Agreement, and by making an entry on the books and records of the Trust reflecting that such subscribers have been admitted as Interest Holders, as soon as practicable after the termination of the Initial Offering Period. Accepted subscribers will be deemed Interest Holders at such time as such admission is reflected on the books and records of the Trust. — Effect of the Sale of Less than 40,000 Interests of the Unleveraged Series or 20,000 Interests of the Leveraged Series. In the event that at least 40,000 Interests of the Unleveraged Series or 20,000 Interests of the Leveraged Series, excluding the Interests of the Manager and the Initial Interest Holder, offered pursuant to the Offering Memorandum are not sold during the Initial Offering Period, subscriptions in such Series will be canceled and the related subscription payments, together with interest earned thereon, if any, if the interest on a subscription payment equals $10 or more, will be returned to each subscriber in such Series no later than ten (10) Business Days after the conclusion of the Initial Off...
Sample 1
Offer of Interests. Neither the Portfolio nor anyone acting on its behalf has taken or will take any action that would subject the offer, issuance or sale of Units to the registration requirements of the Securities Act.
Sample 1
Offer of Interests. None of the General Partner, the Partnership or any agent acting on behalf of the General Partner or the Partnership has, directly or indirectly, offered the Interests or solicited an offer to acquire the Interests from any person so as to require registration of the issuance and sale of the Interests sold to the undersigned or the Other Purchasers under the provisions of Section 5 of the Securities Act of 1933, as amended (the "Act"). Assuming the representations and warranties of the undersigned contained herein are true and correct, the sale of the Interests under this Agreement is exempt from the registration and prospectus delivery requirements of the Act. No form of general solicitation or general advertising was used by the Partnership or its representatives in connection with the offer or sale of the Interests hereunder.
Sample 1
Offer of Interests. Assuming the representations set forth in Section 3.1 and those made by any other subscriber in any other subscription agreement for the purchase of an Interest are true, neither the Partnership nor the General Partner nor anyone acting on their respective behalves has taken or will take any action that would subject the issuance or sale of any interest in the Partnership acquired by the Subscriber to the registration and prospectus delivery provisions of the Securities Act.
Sample 1
AutoNDA by SimpleDocs
Offer of Interests. Neither the Partnership nor anyone acting on its behalf has taken or will take any action that would subject the offer, issuance or sale of the Interests to the registration requirements of the Securities Act.
Sample 1
Offer of Interests. During the Initial Offering Period, each Series of the Trust shall offer at a price of $100 per Interest, a maximum of 1,000,000 Interests ($100,000,000), including the Interests of the Manager. No fractional Interests shall be issued during the Initial Offering Period. Each Interest Holder whose subscription for Interests in a Series has been accepted by the Manager on behalf of such Series shall make a Capital Contribution to the Trust of at least $25,000 per Series in increments of $1000 unless the Manager in its discretion permits an Interest Holder to make a smaller Capital Contribution. The offering shall be made pursuant to and on the terms and conditions set forth in the Offering Memorandum. The Manager shall make such arrangements for the sale of the Interests as it deems appropriate.
Sample 1

Related to Offer of Interests

  • Transfer of Interests The Member may sell, assign, pledge, encumber, dispose of or otherwise transfer all or any part of the economic or other rights that comprise its Interest. The transferee shall have the right to be substituted for the Member under this Agreement for the transferor if so determined by the Member. No Member may withdraw or resign as Member except as a result of a transfer pursuant to this Section 7 in which the transferee is substituted for the Member. None of the events described in Section 18-304 of the Act shall cause the Member to cease to be a Member of the Company.

  • Transfer of Interest The Interest is personal property and may be transferred or assigned, in whole or in part, as permitted by the Equityholders Agreement, in the sole discretion of the Member. Notwithstanding anything to the contrary set forth herein, no Interest in the Company may be issued, transferred or pledged in any manner whatsoever except in compliance with all applicable Gaming Licenses and Gaming Laws, except as contemplated by Section 9.2.

  • Certificates and Transfer of Interests Section 4.01. Initial Ownership 12 Section 4.02. The Certificates 12 Section 4.03. Execution, Authentication and Delivery of Certificates 12 Section 4.04. Registration of Transfer and Exchange of Certificates 12 Section 4.05. Mutilated, Destroyed, Lost or Stolen Certificates 13 Section 4.06. Persons Deemed Owners 14 Section 4.07. Access to List of Certificateholders’ Names and Addresses 14 Section 4.08. Maintenance of Office or Agency 14 Section 4.09. Restrictions on Transfers of Certificates 14

  • Transfers of Interests The Transferee of any Interests shall be admitted to the LLC as a substitute member of the LLC on the effective date of such Transfer upon (i) such Transferee’s written acceptance of the terms and provisions of this Agreement and its written assumption of the obligations hereunder of the Transferor of such Interests, and (ii) the recording of the Transfer of Interests and the Transferee’s name as a substitute member on the books and records of the LLC. Any Transfer of any Interests pursuant to this Section 7.1 shall be effective as of the registration of the Transfer of Interests in the books and records of the LLC and a Transferor of all of its Interest shall not cease to be a member of the LLC until the Transferee is admitted to the LLC as a member of the LLC.

  • Purchase and Sale of Interests Upon the terms and subject to the conditions set forth in this Agreement, Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller, at the Closing, the Interests. Seller shall transfer the Interests to Buyer by delivery of the Assignment Document at Closing.

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred. (b) To the fullest extent permitted by law, any purported transfer of any Membership Interest in violation of the provisions of this LLC Agreement shall be wholly void and shall not effectuate the transfer contemplated thereby. Notwithstanding anything contained herein to the contrary and to the fullest extent permitted by law, the Member may not transfer any Membership Interest in violation of any provision of this LLC Agreement or in violation of any applicable federal or state securities laws.

  • Certificate and Transfer of Interest 8 SECTION 3.1. Initial Ownership................................................. 8 SECTION 3.2. The Certificate................................................... 9 SECTION 3.3. Authentication of Certificate..................................... 9 SECTION 3.4. Registration of Transfer and Exchange of Certificate.............. 9 SECTION 3.5. Mutilated, Destroyed, Lost or Stolen Certificates................. 10 SECTION 3.6.

  • Restrictions on Transfer of Limited Partnership Interests (a) Subject to the provisions of 9.2(b), (c) and (d), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its Limited Partnership Interest, or any of such Limited Partner’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a “Transfer”) without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith. (b) No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer (i.e., a Transfer consented to as contemplated by clause (a) above or clause (c) below or a Transfer pursuant to Section 9.5 below) of all of its Partnership Units pursuant to this Article 9 or pursuant to an exchange of all of its Partnership Units pursuant to Section 8.4. Upon the permitted Transfer or redemption of all of a Limited Partner’s Partnership Interest, such Limited Partner shall cease to be a Limited Partner. (c) Subject to 9.2(d), (e) and (f) below, a Limited Partner may Transfer, with the consent of the General Partner, all or a portion of its Partnership Units to (i) a parent or parent’s spouse, natural or adopted descendant or descendants, spouse of such descendant, or brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such Person(s), of which trust such Limited Partner or any such Person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners. (d) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards). (e) No Transfer by a Limited Partner of its Partnership Units, in whole or in part, may be made to any Person if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership’s being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the Code), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, or (iii) such transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code. (f) No transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion, provided that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code. (g) Any Transfer in contravention of any of the provisions of this Article 9 shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership. (h) Prior to the consummation of any Transfer under this Article 9, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.

  • Trust Certificates and Transfer of Interests Section 3.01 [Reserved].

  • Transfer of Interest in Agreements The Purchaser has the right to assign its interest under this Agreement, in whole or in part, to the Trustee, as may be required to effect the purposes of the Pooling and Servicing Agreement, without the consent of the Seller, and the assignee shall succeed to the rights and obligations hereunder of the Purchaser. Any expense reasonably incurred by or on behalf of the Purchaser or the Trustee in connection with enforcing any obligations of the Seller under this Agreement will be promptly reimbursed by the Seller.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!