PURCHASE AND REDEMPTION OF SHARES Sample Clauses

PURCHASE AND REDEMPTION OF SHARES. Dealer will transmit to MFD, or its designated agent, promptly upon receipt, any orders it receives from customers to purchase or redeem Shares. Dealer agrees to promptly issue confirmation statements for all accepted purchase and redemption orders for accounts registered in Dealer’s name. Dealer shall make all sales subject to MFD’s or its designated agent’s confirmation. All orders are subject to acceptance or rejection by MFD or its designated agent, in its sole discretion, and by the Funds in their sole discretion. Dealer agrees to follow the procedures and instructions MFD or its designated agent may forward from time to time relating to the pricing and handling of orders. In particular, Dealer agrees that: (a) In submitting orders to MFD or its designated agent to purchase or redeem Shares, Dealer acts as agent for its customers and acts as agent for MFD and the Funds solely for the limited purpose of receiving orders from its customers. (b) All orders it submits to MFD or its designated agent to purchase or redeem Shares shall reflect orders received from its customers or are orders for its own account for its own bona fide investment. (c) It shall time and date stamp all orders it receives from its customers to purchase or redeem Shares. (d) As agent for its customers, Dealer shall not delay placing customers’ orders to purchase or redeem Shares in order to profit from such delays. (e) It is responsible for the accuracy, timeliness and completeness of any orders it transmits to purchase or redeem Shares, whether by wire, telephone, electronic mail, or facsimile. In this regard, Dealer agrees to guarantee the signature of its customers when such a guarantee is required by the Funds or MFD. (f) If Dealer tenders any Shares for redemption within seven days of their having been sold, Dealer shall promptly refund any Dealer Commissions it received on the sale of such Shares and shall not charge a deferred sales charge in connection with such redemptions. (g) It has in place policies and procedures reasonably designed to detect and deter purchase or redemption orders by its customers in violation of Rule 22c-1 under the 1940 Act.

PURCHASE AND REDEMPTION OF SHARES. (a) You will offer and sell Shares of the Funds to your customers at the public offering price in accordance with each Fund’s current prospectus and statement of additional information (“Prospectus”). You will offer Shares only on a forward pricing basis, i.e. only orders for the purchase, repurchase or exchange of Shares received and accepted by you prior to the time designated in the relevant Fund’s Prospectus for the calculation of its net asset value shall be placed with us for processing at such next computed net asset value; orders received or accepted by you after such time shall be placed by you for processing at the subsequently computed net asset value. You agree to place orders for Shares only with us and at such closing price. In the event of a difference between verbal and written price information, the written confirmation shall be considered final. Prices of a Fund’s Shares are computed by each Fund in accordance with its Prospectus. You agree to place orders with us only through your central order department unless we accept your written Power of Attorney authorizing others to place orders on your behalf. This dealer agreement (“Agreement”) on your part runs to us and the respective Funds and is for the benefit of, and is enforceable by, each. You agree to purchase Shares of the Funds only from us or from your customers. If you purchase Shares from us, you agree that all such purchases shall be made only to cover orders already received by you from your customers, or for your own bona fide investment without a view to resale. If you purchase Shares from your customers, you agree to pay such customers the applicable net asset value per Share, less any applicable fee or sales charge, as described in the Prospectus (“repurchase price”). You will sell Shares only to your customers at the prices described in paragraph 1(a) above OR to us as agent for the Fund at the repurchase price. In such a sale to us, you may act either as principal for your own account or as agent for your customer. If you act as principal for your own account in purchasing Shares for resale to us, you agree to pay your customer not less nor more than the repurchase price which you receive from us. If you act as agent for your customer in selling Shares to us, you agree not to charge your customer more than a fair commission for handling the transaction. You shall not withhold placing with us orders received from your customers so as to profit yourself as a result of such w...

PURCHASE AND REDEMPTION OF SHARES. Schwab will process instructions from the Shareholders of the Trust to purchase and redeem shares of the Trust as the agent for the Trust. With respect to those Funds identified on Schedule A hereto as "Sweep Funds" (if any), Schwab will perform such daily, and/or weekly monitoring and other related tasks as is necessary to carry out the automatic investment and redemption features associated with each individual shareholder's account with Schwab.

PURCHASE AND REDEMPTION OF SHARES a) The Distributor shall promptly transmit any orders for purchase or redemption of Shares received by the Distributor to the Trust or its transfer agent, or their designated agents. b) The officers of the Trust may decline to accept any purchase order for, and may decline to make any sales of, Shares for any reason subject to the provisions of the 1940 Act. Under such circumstances, sales of Shares by the Distributor shall be suspended until such time as the officers of the Trust deem it advisable to accept purchase orders for, and to make sales of, Shares. c) The Distributor shall offer and sell Shares, and effectuate redemptions of Shares, at the applicable net asset value (NAV) per share next determined after an order is received in good order, plus any applicable sales charge, as contemplated by the Trust’s Registration Statement. The Portfolio shall promptly furnish the Distributor with each computation of the NAV. d) The Portfolio shall pay the total amount of the redemption price as determined subject to the above paragraph pursuant to the instructions of the Distributor on or before the seventh day subsequent to its having received the notice of redemption in proper form. The proceeds of any redemption of Shares shall be paid by the Portfolio to or for the account of the redeeming shareholder, in each case in accordance with applicable provisions of the Registration Statement.

PURCHASE AND REDEMPTION OF SHARES a) The Distributor shall promptly transmit any orders for purchase or redemption of Shares received by the Distributor to the Trust or its transfer agent, or their designated agents. b) The officers of the Trust, in their sole discretion, may decline to accept any or all purchase orders for Shares. The Trust may also decline to make any sales of Shares for any reason, subject to the provisions of the 1940 Act. Under such circumstances, the Trust may give notice to Distributor that sales of Shares by the Distributor shall be suspended until such time as the officers of the Trust deem it advisable to accept purchase orders for, and to make sales of, Shares. c) The Distributor shall offer and sell Shares, and effectuate redemptions of Shares, at the applicable public offering price or net asset value (NAV) per share next determined after an order is received in good order, as contemplated by the Trust’s Registration Statement. The Funds shall promptly furnish the Distributor with each computation of the NAV. d) The Fund shall pay the total amount of the redemption price as determined subject to the above paragraph pursuant to the instructions of the Distributor on or before the seventh day subsequent to its having received the notice of redemption in proper form. The proceeds of any redemption of Shares shall be paid by the Fund to or for the account of the redeeming shareholder, in each case in accordance with applicable provisions of the Registration Statement. e) The Distributor may not charge any sales commission on any purchase or redemption of Shares. If a Fund has adopted the 12b-1 Plan, then the Distributor shall be compensated through payments under the 12b-1 Plan. Any distribution or service payments will be made in the amount and manner set forth in the Registration Statement.

PURCHASE AND REDEMPTION OF SHARES. 1.1 The Administrator and the Underwriter, on their own behalf, agree to sell or to cause the PIMS Fund and the MMS Fund to sell to the Company those Shares of the Portfolios which the Company orders on behalf of any Separate Account, executing such orders on a daily basis at the net asset value next computed after receipt and acceptance by the PIMS Fund, the MMS Fund or their designee of such order. For purposes of this Section, the Company shall be the designee of the PIMS Fund and the MMS Fund for receipt of such orders from each Separate Account. Receipt by such designee shall constitute receipt by such Funds; provided that the PIMS Fund and the MMS Fund or the Underwriter receives notice of such order via the National Securities Clearing Corporation (the "NSCC") by 9:00 a.m. Eastern Time on the next following Business Day. The PIMS Fund and the MMS Fund will receive all orders to purchase Portfolio Shares using the NSCC's Defined Contribution Clearance & Settlement ("DCC&S") platform. The PIMS Fund and the MMS Fund will also provide the Company with account positions and activity data using the NSCC's Networking platform. The Company shall pay for Portfolio Shares by the scheduled close of federal funds transmissions on the same Business Day it places an order to purchase Portfolio Shares in accordance with this section using the NSCC's Fund/SERV System. Payment shall be in federal funds transmitted by wire from the PIMS Fund and the MMS Funds' designated Settling Bank to the NSCC. "BUSINESS DAY" shall mean any day on which the New York Stock Exchange is open for trading and on which the PIMS Fund and the MMS Fund calculates it net asset value pursuant to the rules of the SEC. "NETWORKING" shall mean the NSCC's product that allows funds and companies to exchange account level information electronically. "SETTLING BANK" shall mean the entity appointed by the PIMS Fund and the MMS Fund to perform such settlement services on behalf of the PIMS Fund and the MMS Fund and agrees to abide by the NSCC's Rules and Procedures insofar as they relate to the same day funds settlement. If the Company is somehow prohibited from submitting purchase and settlement instructions to the PIMS Fund or the MMS Fund, as the case may be, for Portfolio Shares via the NSCC's DCC&S platform the following shall apply to this Section: The Administrator and the Underwriter agree to sell the Company those Shares of the Portfolios which the Company orders on behalf of any Separate Ac...

PURCHASE AND REDEMPTION OF SHARES. 8 2.1. Purchase and Redemption of Shares...................8 2.2. Closing.............................................8 2.3. Deliveries and Actions at the Closing...............9

PURCHASE AND REDEMPTION OF SHARES. Upon and subject to the terms and conditions of this Agreement, Buyer agrees to purchase from the Company, and the Company agrees to sell to the Buyer 48,400 shares of Common Stock, which immediately following the Closing will constitute eighty-eight percent (88%) of all of the outstanding common equity securities of the Company and all of the then outstanding common equity securities of the Company other than the Retained Shares (the "Recapitalization Shares"). The aggregate purchase price payable for the Recapitalization Shares by the Buyer (the "Recapitalization Purchase Price") shall be the amount equal to $549,600,000, less (i) the amount of proceeds from the New Financing which the Company actually receives and (ii) the value of the Retained Shares as set forth in Section 5.16 of this Agreement. Buyer shall provide, or shall cause one or more other Persons to provide, to the Company the New Financing. Under no circumstances shall the failure of the Company or the Buyer to obtain the New Financing relieve the Buyer of its obligation to purchase the Recapitalization Shares for the Recapitalization Purchase Price at the Closing. The Buyer shall pay the Recapitalization Purchase Price in cash, by wire transfer of immediately available funds to the account of the Company as designated by the Company. Simultaneously with the purchase of the Recapitalization Shares by the Buyer, the Company shall redeem from the Sellers all of the Redeemed Shares for the Sellers Redemption Price. The Sellers Redemption Price shall be allocated among the Redeemed Shares in the manner set forth on Schedule A hereto.

PURCHASE AND REDEMPTION OF SHARES. 2.1 Amendment and Restatement of the Company's Articles of Incorporation; Statement with Respect to Shares. In accordance with the PBCL, and upon the terms and subject to the satisfaction or waiver of the conditions contained in this Agreement, at or prior to the Closing, the Company shall file with the Secretary of State of the Commonwealth of Pennsylvania Articles of Amendment to amend and restate the Company's Articles of Incorporation substantially in the form attached hereto as Exhibit B (the "Amended Articles"), which shall include a Statement with Respect to Shares substantially in the form attached hereto as Exhibit C (the "Preferred Statement" and together with the Amended Articles, the "Amended Charter"). The Amended Charter shall, among other things, provide as follows: (a) The Company shall have eight classes of common stock, par value $0.01 per share, (i) the first class of common stock shall be designated as Class A Common Stock (the "Post-Recapitalization Class A Stock,")

PURCHASE AND REDEMPTION OF SHARES. 7.1 Subject to the special rights and restrictions attached to any class or series of shares, the Company may, by a resolution of the Directors and in compliance with the Company Act, purchase any of its shares at the price and upon the terms specified in such resolution or redeem any class or series of its shares in accordance with the special rights and restrictions attaching thereto. No such purchase or redemption shall be made if the Company is insolvent at the time of the proposed purchase or redemption or if the proposed purchase or redemption would render the Company insolvent. Unless otherwise permitted under the Company Act, the Company shall make its offer to purchase pro rata to every member who holds shares of the class or kind, as the case may be, to be purchased. 7.2 If the Company proposes at its option to redeem some but not all of the shares of any class, the Directors may, subject to the special rights and restrictions attached to such class of shares, decide the manner in which the shares to be redeemed shall be selected. 7.3 Subject to the provisions of the Company Act, any shares purchased or redeemed by the Company may be sold or issued by it, but, while such shares are held by the Company, it shall not exercise any vote in respect of these shares and no dividend or other distribution shall be paid or made thereon.