Offering of Units. The General Partner is authorized to take such action and make such arrangements for the sale of the Units as it deems appropriate. The General Partner may, in its discretion, continue the ongoing offering of Units contemplated by the Offering Memorandum as well as make additional public or private offerings of Units, provided that doing so does not dilute existing Limited Partners’ economic interest in the Fund. No Limited Partner shall have any preemptive, preferential or other rights with respect to the issuance or sale of any additional Units, other than as set forth in the preceding sentence. The General Partner may terminate (subject to the General Partner’s discretion to reopen) the offering of the Units. The Fund may offer different series or classes of Units having different economic terms than previously offered series or classes of Units; provided that the issuance of such a new series or class of Units shall in no respect adversely affect the holders of outstanding Units.
Offering of Units. (a) Pursuant to the Trust Agreement, the Company shall have the right to deposit or cause to be deposited funds, securities, derivative transactions or other property into a Series of Trust and receive in return Units needed to fill unconditional orders for Units placed with the Company by selected dealers or selected agents (each as defined in Section 9 hereof) acting as agent for their own customers’ or on their own behalf (such dealers and agents, the “Selling Brokers”). Units so received by the Company are to be sold by the Company to Selling Brokers in accordance with the terms of individual dealer agreements as described in Section 9 of this Agreement.
(b) The Company agrees to offer the Units for sale in accordance with the terms of the Trust Agreement and the Registration Statement and Prospectus then in effect for the relevant Series of Trust.
(c) The Company acknowledges that the Units shall be held solely in uncertificated form evidenced by appropriate notation in the registration books of the Trustee, and no unitholder shall be entitled to the issuance of a certificate evidencing the Units owned by such unitholder. The only permitted registered holder of Units shall be through The Depository Trust Company (or its nominee, Cede & Co.); consequently, individuals must hold their Units through an entity that is a participant in The Depository Trust Company. Should The Depository Trust Company cease to be the registered holder of Units, the Trustee may either (i) register Units in such names as The Depository Trust Company shall direct or (ii) terminate the Series of Trust in the manner provided in accordance with the Trust Agreement. In no case shall the Trustee be liable to any person for such termination.
(d) No Units shall be offered by either the Company or a Series of Trust under any of the provisions of this Agreement and no orders for the purchase or sale of Units hereunder shall be accepted by the Company if and so long as the effectiveness of the relevant Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the Securities Act, or if and so long as a current Prospectus, as required by Section 10(b) of the Securities Act, is not on file with the SEC.
Offering of Units. The General Partner is entitled to raise capital for the Partnership from time to time in all of the provinces and territories of Canada by an offering or offerings of Units for sale by way of private placement pursuant to applicable exemptions from the registration and prospectus filing requirements of applicable securities legislation. The General Partner may also effect public offerings of Units in accordance with Section 7.2(s).
Offering of Units. There shall have been no change in any securities or related law or interpretation, nor any change in Contributor’s status as an “accredited investor” under the Securities Act that would render the consummation of the conveyance of the Property for Units, as contemplated by this Agreement, a violation of any such laws or interpretations thereof.
Offering of Units. The General Partner may, in its discretion, continue or terminate the offering of the Units on a public or private basis. All sales of Units in the United States will be conducted by registered brokers.
Offering of Units. We understand that you will notify us when the initial public offering of the Units is to be made and of the initial public offering price. We hereby authorize you, in your sole discretion, after the initial public offering, to change the public offering price, the concession and the reallowance. The offering price at any time in effect is hereinafter referred to as the "public offering price". We agree that we will not offer any of the Units for sale at a price other than the public offering price or allow any discount therefrom except as herein otherwise specifically provided. We agree that public advertisement of the offering shall be made by you on behalf of the Underwriters on such date as you shall determine. We have not advertised the offering and will not do so until after such date. We understand that any advertisement we may then make will be our own responsibility and at our own expense. We authorize you to reserve and offer for sale to institutions and other retail purchasers and to dealers (the "Selected Dealers") to be selected by you (such dealers may include any Underwriter) such of our Units as you, in your sole discretion, shall determine. Any such offering to Selected Dealers may be made pursuant to a Selling Agreement, in the form attached hereto as Exhibit B, or otherwise, as you may determine. The form of Selling Agreement attached hereto as Exhibit B is satisfactory to us. We authorize you to make purchases and sales of the Units from or to any Selected Dealers or Underwriters at the public offering price, less all or any part of the concession and, with your consent, any Underwriter may make purchases or sales of the Units from or to any Selected Dealer or Underwriter at the public offering price, less all or any part of the concession. We understand that you will notify each Underwriter promptly upon the release of the Units for public offering as to the amount of Units reserved for sale to Selected Dealers and retail purchasers. Units not so reserved may be sold by each Underwriter for its own account, except that from time to time you may, in your discretion, add to the Units reserved for sale to Selected Dealers and retail purchasers any Units retained by an Underwriter remaining unsold. We agree to notify you, from time to time, upon request, of the amount of our Units retained by us remaining unsold. If all of the Units reserved for offering to Selected Dealers and retail purchasers are not promptly sold by you, any Underwrite...
Offering of Units. (i) The Partnership is authorized to admit to the Partnership on the Initial Closing Date, on each Interim Closing Date, and the Offering Termination Date, additional Unitholders whose Subscription Agreements for Units are accepted by the General Partner if, after the admission of the additional Unitholders, the total number of Units of any class sold does not exceed the maximum number of Units of each class set forth in Section 5.5(i) .
(ii) No action or consent by the Unitholders shall be required for the admission of additional Unitholders pursuant to this Section 5.2.
(iii) All subscribers’ funds shall be held in an interest bearing account or accounts by an independent escrow agent and shall not be released to the Partnership until the receipt and acceptance of the minimum amount of subscription proceeds set forth in Section 5.5(ii) . Thereafter, subscriptions may be paid directly to a Partnership account.
Offering of Units. The General Partner may raise capital for the Partnership by selling Units from treasury from time to time. The General Partner will determine the terms and conditions of such sale, provided that such terms and conditions do not materially adversely affect the interests of those who are Limited Partners at the time of sale of the Units. The General Partner may do all lawful things in connection with selling Units, including preparing and filing such documents as may be necessary or advisable, communicating with prospective purchasers of Units and assisting in structuring their proposed purchases of Units, paying the expenses of sale, seeking and obtaining exemptions from having to file a prospectus in connection with such sale, engaging special counsel for subscribers of Units as a group, and entering into agreements with any underwriters, agents and other persons providing for a commission or fee in respect of such sale. All things done by the General Partner in that regard are hereby ratified and confirmed, provided that the General Partner has complied with Section 8.2 of this Agreement and all applicable securities laws.
Offering of Units. No Units shall be offered by either the Distributor or the Fund under any of the provisions of this Agreement and no orders for the purchase or sale of such Units hereunder shall be accepted by the Fund if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act, or if and so long as the current prospectus as required by Section 10 of the 1933 Act, as amended, is not on file with the Commission; provided, however, that nothing contained in this paragraph 5 shall in any way restrict or have an application to or bearing upon the Fund's obligation to repurchase Units from any investor in accordance with the provisions of the prospectus or Certificate of Incorporation.
Offering of Units. The issuance of the Units to the Beneficial Owners in the manner provided in this Agreement shall comply with the rules and regulations of the NYSE.
