Offering and Sale of the Units. Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby appoints the Dealer Manager as its agent and exclusive distributor to solicit and retain the Soliciting Dealers (as defined in Section 3(a)) to solicit subscriptions for the Units at the subscription price to be paid in cash. Upon the terms and subject to the conditions set forth in this Agreement, the Dealer Manager hereby accepts such agency and exclusive distributorship and agrees to use its best efforts to sell or cause to be sold the Units 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. The Dealer Manager shall do so during the period commencing on the initial Effective Date and ending on the earliest to occur of the following: (1) the acceptance by the Company of subscriptions for the amount offered in the Offering; (2) the termination of the Offering by the Company, which the Company shall have the right to terminate in its sole and absolute discretion at any time; (3) the termination of the effectiveness of the Registration Statement, which is three years from the initial Effective Date; (4) the liquidation or dissolution of the Company; and (5) the termination of this Agreement by either party as contemplated in Section 9(a) (such period being the “Offering Period”). The number of Units, if any, to be reserved for sale by each Soliciting 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, subject to the provisions of Section 3(b), accept subscriptions based upon a first-come, first-accepted basis or other similar method (subject, however, to the right of the Company to reject subscriptions as described in the Prospectus and paragraph (c) below). Under no circumstances will the Dealer Manager be obligated to underwrite or purchase any Units for its own account and, in soliciting purchases of Units, the Dealer Manager shall act solely as the Company’s agent and not as an underwriter or principal.
Appears in 3 contracts
Samples: Dealer Manager Agreement (GWG Holdings, Inc.), Dealer Manager Agreement, Dealer Manager Agreement (GWG Life, LLC)
Offering and Sale of the Units. Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby appoints the Dealer Manager as its agent and exclusive distributor to solicit and to retain the Soliciting Dealers (as defined in Section 3(a)) to solicit subscriptions for the Units at the subscription price to be paid in cash. Upon the terms and subject to the conditions set forth in this Agreement, the Dealer Manager hereby accepts such agency and exclusive distributorship and agrees to use its best efforts to sell or cause to be sold the Units 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. The Dealer Manager shall do so during the period commencing on the initial Effective Date and ending on the earliest to occur of the following: (1) the acceptance by the Company of subscriptions for the amount offered in the Offering; (2) the termination of the Offering by the Company, which the Company shall have the right to terminate in its sole and absolute discretion at any time; (3) the termination of the effectiveness of the Registration Statement, which is three years from the initial Effective Date; and (4) the liquidation or dissolution of the Company; and (5) the termination of this Agreement by either party as contemplated in Section 9(a) Company (such period being the “Offering Period”). The number of Units, if any, to be reserved for sale by each Soliciting 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, subject to the provisions of Section 3(b), accept subscriptions based upon a first-come, first-first accepted basis reservation or other similar method (subject, however, to the right of the Company to reject subscriptions as described in the Prospectus and paragraph (c) below). Under no circumstances will the Dealer Manager be obligated to underwrite or purchase any Units for its own account and, in soliciting purchases of Units, the Dealer Manager shall act solely as the Company’s agent and not as an underwriter or principal.
Appears in 2 contracts
Samples: Dealer Manager Agreement (Investment Grade R.E. Income Fund, L.P.), Dealer Manager Agreement (Investment Grade R.E. Income Fund, L.P.)
Offering and Sale of the Units. Upon Subject to the terms and subject to the conditions set forth in this Agreement, the Company hereby appoints the Dealer Manager as its agent and exclusive distributor to solicit and to retain the Soliciting Dealers (as defined described in Section 3(a)) hereof) to solicit subscriptions for the Units at the subscription price to be paid in cash. Upon the terms and subject to the conditions set forth in this Agreement, the The Dealer Manager hereby accepts such agency and exclusive distributorship and agrees to use its best efforts to sell or cause to be sold the Units 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. The Dealer Manager shall do so during the period commencing on the initial Effective Date and ending on the earliest to occur of the following: (1i) the later of (x) three years after the initial effective date of the Registration Statement, or (y) at the Company’s election, the date on which the Company is permitted to extend the Offering in accordance with the rules of the Commission; (ii) the acceptance by the Company of subscriptions for the amount offered in the Offering$500,000,000 Units; (2iii) the termination of the Offering by the Company, which the Company shall have the right to terminate in its sole and absolute discretion at any time; (3iv) the termination of the effectiveness of the Registration Statement, which is three years from the initial Effective Date; or (4v) the liquidation or dissolution of the Company; and (5) the termination of this Agreement by either party as contemplated in Section 9(a) Company (such period being the “Offering Period”). The number of Units, if any, to be reserved for sale by each Soliciting Dealer may be determined decided by the mutual agreement, from time to time, by of the Dealer Manager and the Company. In the absence of such determinationmutual agreement, the Company shall, subject to the provisions of Section 3(b)) hereof, accept subscriptions Subscription Agreements based upon a first-come, first-first accepted basis reservation or other similar method (subject, however, to the right of the Company to reject subscriptions as described in the Prospectus and paragraph (c) below). Under no circumstances will the Dealer Manager be obligated to underwrite or purchase any Units for its own account and, in soliciting purchases of Units, the Dealer Manager shall act solely as the Company’s agent and not as an underwriter or principalmethod.
Appears in 1 contract
Samples: Dealer Manager Agreement (Stratstone/Bluegreen Secured Income Fund, LLC)
Offering and Sale of the Units. Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby appoints the Dealer Manager as its agent and exclusive distributor to solicit and to retain the Soliciting Dealers (as defined in Section 3(a)) to solicit subscriptions for the Units at the subscription price to be paid in cash. Upon the terms and subject to the conditions set forth in this Agreement, the Dealer Manager hereby accepts such agency and exclusive distributorship and agrees to use its best efforts to sell or cause to be sold the Units 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. The Dealer Manager shall do so during the period commencing on the initial Effective Date and ending on the earliest to occur of the following: (1) the later of (x) __________, 2018 and (y) at the Company’s election, _________, 2019; (2) the acceptance by the Company of subscriptions for the amount offered in the Offering; (23) the termination of the Offering by the Company, which the Company shall have the right to terminate in its sole and absolute discretion at any time; (34) the termination of the effectiveness of the Registration Statement, which is three years from the initial Effective Date; and (45) the liquidation or dissolution of the Company; and (5) the termination of this Agreement by either party as contemplated in Section 9(a) Company (such period being the “Offering Period”). The number of Units, if any, to be reserved for sale by each Soliciting 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, subject to the provisions of Section 3(b), accept subscriptions based upon a first-come, first-first accepted basis reservation or other similar method (subject, however, to the right of the Company to reject subscriptions as described in the Prospectus and paragraph (c) below)method. Under no circumstances will the Dealer Manager be obligated to underwrite or purchase any Units for its own account and, in soliciting purchases of Units, the Dealer Manager shall act solely as the Company’s agent and not as an underwriter or principal.
Appears in 1 contract
Samples: Dealer Manager Agreement (Preferred Apartment Communities Inc)