Purchase and Sale of Fund Shares Sample Clauses

Purchase and Sale of Fund Shares. 1.1. The Fund agrees to sell those shares of each Portfolio which each Account orders, executing such orders on a daily basis at the Net Asset Value (as hereafter defined) next computed after receipt by the Fund, or its designee (hereinafter, the "Processing Agent"), of the order for the shares of such Portfolio. For purposes of this Section 1.1, the Variable Products Operations Unit of the Company located in Albany, New York shall be the Processing Agent for receipt of such orders from each Account and receipt by the Processing Agent shall constitute receipt by the Fund thereof. No orders for the purchase and redemption of Fund shares, whether or not in good order (as such term is defined in Registration Statements (as hereafter defined), on behalf of the Accounts will be accepted by the Processing Agent, or its duly appointed designees, after 4:00 p.m. Eastern time. Stated otherwise, only orders accepted by the Processing Agent, or its duly appointed designees, before 4:00 p.m. Eastern Time will be priced using the net asset value (hereinafter, the "NAV") next computed for that Business Day. The Processing Agent shall provide notice of such orders by 8:30 p.m. Eastern time on the next following Business Day (as hereafter defined). The Fund, acting by and through its designated agents and/or committee(s), shall provide the Processing Agent with the NAV for each Portfolio. The Fund shall make the NAV per share for each Portfolio available to the Processing Agent on each Business Day (as hereafter defined) as soon as reasonably practical after the net asset value per share is ca1culated (normally by 6:30 p.m. Eastern time) and shall use its best efforts to make such NAV per share available by 7 p.m. Eastern time. The Company shall then calculate multiple accumulation unit values ("AUVs") based on each Portfolio's NAV. Purchase and redemption orders in each Portfolio will be aggregated to arrive at the net amount of Account units to be either issued or redeemed and corresponding Portfolio shares to be purchased or sold. Not later than 9:00 a.m. Eastern time on the next following Business Day after receipt of each order, the Processing Agent shall aggregate all purchases and redemptions into and from each Portfolio, transmit a net purchase or redemption order to the Fund and (a) in the event that the 1. For the purposes hereof, a "Business Day" shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net...
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Purchase and Sale of Fund Shares. (a) The public offering price at which you may offer the Shares is the net asset value thereof plus any sales charge applicable to such Shares (the "Sales Charge"), as computed from time to time as described in the then-current Prospectus of the applicable class of the relevant Fund. You agree to make Shares of the Funds available to your customers subject to minimum investment requirements applicable to each order, unless you register your customer purchases in your name and omnibus account as nominee. You further acknowledge and agree that tracking and application of any Sales Charge, including any scheduled variation in, or elimination of, such Sales Charge, is your responsibility and will be charged uniformly to all offerees in the class specified in the Prospectus. You understand that all orders are subject to acceptance or rejection by us or the Funds in the sole discretion of either. (b) Each transaction is always made subject to confirmation by us at the offering price next computed after receipt of the order. Subject to Sections 2(d), 2(h) and 2(i) below, orders to purchase, redeem and exchange Fund Shares ("Orders") received by you prior to the price time for each Fund as set forth in its Prospectus (the "Price Time"), generally the close of regular trading (the "Close of Trading") on the New York Stock Exchange (the "Exchange") on any given business day (currently 4:00 p.m. Eastern time) (each a "Business Day"), and transmitted to the Transfer Agent either (1) prior to the Price Time on such Business Day or (2) pursuant to the National Securities Clearing Corporation's ("NSCC") Mutual Fund Settlement, Entry and Redemption Verification ("Fund/SERV") system, and in accordance with Section 7 hereof, will be executed at the net asset value determined as of the relevant Fund's Price Time on the Business Day you received such Order. Any Orders transmitted to the Transfer Agent after a Fund's Price Time on a Business Day will be executed at the net asset value determined as of that Fund's Price Time on the next Business Day. (c) The day as of which an Order is executed pursuant to the provisions set forth above is referred to as the "Trade Date." (d) Any Order by you for the purchase of Shares of the Funds through us shall be accepted at the time when it is received by Transfer Agent or any clearinghouse agency we may designate from time to time, unless rejected by Transfer Agent. We will not accept any Order from you that is placed on a conditional ba...
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Purchase and Sale of Fund Shares. 2 --------------------------------
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Purchase and Sale of Fund Shares. 26 2. MAINTENANCE....................................................29 3. STATEMENTS.....................................................30 4.
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Purchase and Sale of Fund Shares a. Purchases and sales of Fund Shares by the Custodian pursuant to this Agreement shall be made in accordance with applicable law, the Prospectus, the Fund's Prospectus and the Sponsor's Distribution Agreement with the Fund. b. All purchases of Fund Shares by the Custodian pursuant to the provisions of this Agreement shall be made from the Fund, or its issuing agent (or any underwriter of Fund Shares with which the Sponsor may contract for such purpose) at the net asset value of the Fund next determined after the time of purchase as calculated by Pioneering Management Corporation (or any successor thereto) in accordance with the terms of the Fund's then current Prospectus. The Custodian shall be entitled to presume conclusively that the price so set with respect to any Fund Shares purchased by the Custodian is said net asset value. c. Funds received by the Custodian to be applied to the purchase of Fund Shares at the net asset value per share determined as described in Section II(C)(1)(a) shall, unless impracticable, be applied to such purchase within two business days after the receipt by the Custodian of said investments payments, dividends or distributions. d. All sales of Fund Shares by the Custodian, as agent, pursuant to the provisions of this Agreement, shall be made by deposit of the Fund Shares with the Fund or its duly authorized agent together with a request that the Fund Shares be repurchased at the net asset value of the Fund next determined after receipt of a proper redemption request as calculated by Pioneering Management Corporation (or any successor thereto) in accordance with the terms of the Fund's then current Prospectus, so long as the privilege of redemption at net asset value is available to holders of Fund Shares as set forth in the Fund's then current Prospectus. Whenever, pursuant to the provisions of this Agreement, Fund Shares are to be sold or redeemed, the Custodian shall first withdraw the Fund Shares from the custodianship hereunder and, as agent for the Planholder, shall sell or redeem said Fund Shares by depositing them for repurchase as set forth above. Anything herein to the contrary notwithstanding, (i) the Custodian, as agent for the Planholders, is authorized to offset sales and purchases for all of the Planholders on a business day and, accordingly, to place with the Fund or its agent a net purchase order for the excess of purchases over sales, or a net sale order for the excess of sales over purchases; and (ii) any ...
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Purchase and Sale of Fund Shares. 1.1 The Trust or its designee shall make available to the Investment Portfolio for purchase Shares without any initial or deferred sales charges, without any minimum initial or subsequent investment amounts, and subject to the terms and conditions of this Agreement and the Fund’s then current prospectus and statement of additional information as supplemented from time to time (collectively, the “Prospectus”), at the applicable net asset value per Share on those days on which the Fund calculates its net asset value (the “NAV”). Such NAV shall be calculated on each day on which the New York Stock Exchange is open for trading (each a “Business Day”) as of the close of regular trading on the New York Stock Exchange (currently 4:00 p.m. ET) or as of such earlier time at which a Fund’s NAV is calculated as set forth in accordance with the Fund’s Prospectus (“Close of Trading”). 1.2 The Trust or its designee shall cause an Account to be established within each Fund for each Investment Portfolio that invests in such Fund to reflect the Investment Portfolio’s ownership of the Fund’s Shares and to reflect orders for the purchase and redemption of such Shares by the Investment Portfolio (collectively referred to as “Orders”) received through the National Securities Clearing Corporation (“NSCC”). 1.3 It is acknowledged that the board of trustees of the Trust (the “Board”), acting in good faith and in the exercise of its fiduciary responsibilities, may refuse to permit the Trust to sell Fund Shares to any person, or suspend or terminate the offering of Fund Shares if such action is required by law or by regulatory authorities having jurisdiction over the sale of the Shares, provided, however, that any such refusal, suspension or termination can only be effected under circumstances set forth in the Fund’s Prospectus. 1.4 Orders for Fund Shares received in proper form by TFI or its designee from the Investment Portfolio (proper form means only Orders that include Plan participant transactions in the Investment Portfolio that took place prior to the Close of Trading on any given Business Day (“Trade Date”)) will be transmitted electronically through the NSCC by 6:00 a.m. eastern time on the next Business Day after Trade Date (“Trade Date + 1”) and cash settlement will be transmitted on Trade Date + 1 pursuant to the standard NSCC settlement process. Orders shall be executed at the price of such Fund Shares on Trade Date provided the Fund or its designee receives the Order...
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Purchase and Sale of Fund Shares 
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Related to Purchase and Sale of Fund Shares

  • Sale of Fund Shares 1.1 The Underwriter agrees to sell to the Company those shares of the Designated Portfolios which the Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the order for the shares of the Designated Portfolios. 1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at the applicable net asset value per share by the Company and the Account on those days on which the Fund calculates its net asset value pursuant to rules of the SEC, and the Fund shall use its best efforts to calculate such net asset value on each day which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Directors of the Fund (hereinafter the "Board") may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of shares of any Designated Portfolio if such action is required by law or by regulatory authorities having jurisdiction, or is, in the sole discretion of the Board acting in good faith and in light of their fiduciary duties under federal and any applicable state laws, necessary in the best interests of the shareholders of such Designated Portfolio. 1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Designated Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles I, III and VII of this Agreement is in effect to govern such sales. 1.4 The Fund agrees to redeem, on the Company's request, any full or fractional shares of the Designated Portfolios held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Fund or its designee of the request for redemption, except that the Fund reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 1940 Act and any sales thereunder, and in accordance with the procedures and policies of the Fund as described in the then current prospectus.

  • Purchase and Sale of Shares (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriter, and the Underwriter agrees to purchase from the Company, at a purchase price of $[ ] per share (the “Per Share Price”), the number of Firm Shares to be sold by the Company as set forth in the first paragraph of this Agreement. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Selling Shareholders agree to sell to the Underwriter, and the Underwriter agrees to purchase from the Selling Shareholders, at the Per Share Price, the number of Common Shares set forth opposite the name of such Selling Shareholder in Schedule I hereto. The Company and each Selling Shareholder agree that the sale of the Firm Shares shall be made to the Underwriter severally and not jointly. (b) The Company hereby grants to the Underwriter the right to purchase at its election in whole or in part up to 120,000 Additional Shares, at the Per Share Price, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within thirty (30) days after the date of this Agreement, upon notice by the Underwriter to the Company which sets forth the aggregate number of Additional Shares as to which the Underwriter is exercising the option, as well as the date, time and place on which such Additional Shares are to be delivered. Such time of delivery may be the day of, but may not be earlier than, the Closing Date (as defined below) and herein is called the “Additional Closing Date.” The Additional Closing Date shall be determined by the Underwriter, but if at any time other than the Closing Date, shall not be earlier than two nor later than ten full business days after delivery of such notice to exercise. In the event the Underwriter elects to purchase all or a portion of the Additional Shares, the Company agrees to furnish or cause to be furnished to the Underwriter the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 hereof at the Additional Closing Date. (c) In making this Agreement, the Underwriter is contracting, except as provided in Section 3(b) hereof, to purchase only the Firm Shares. The Underwriter shall not be under any obligation to purchase any Additional Shares prior to an exercise of the option with respect to such Shares granted pursuant to Section 3(b) hereof. The Company is advised by you that you intend (i) to make a public offering of the Firm Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus, the Company and the Selling Shareholders shall pay, in the respective amounts of the Firm Shares to be sold by them, to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Firm Shares purchased (the “Financial Advisory Fee”). If you choose to exercise your right to purchase any or all of the Additional Shares, the Company shall pay to the Underwriter a financial advisory fee equal to 1.5% of the aggregate public offering price of all Additional Shares purchased.

  • Purchase and Sale of the Shares Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, the Shares.

  • Purchase and Sale of Units The Purchaser hereby subscribes for and purchases from the Company, and the Company hereby issues and sells to the Purchaser, 25,000 units (the “Initial Units”) at a purchase price of approximately $.003478 per Initial Unit for an aggregate purchase price of $86.95. Each Initial Unit consists of one share of Common Stock and one warrant (an “Initial Warrant”) to purchase one additional share of Common Stock for $6.00 in accordance with the terms of the Warrant Agreement to be entered into by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, which shall be substantially in the form attached hereto as Exhibit A (the “Warrant Agreement”). The Initial Units, together with the underlying Common Stock and the Initial Warrants, are referred to herein as the “Securities.”

  • Purchase and Sale of Common Shares (a) Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties set forth in Schedule B to this Agreement, the Purchaser hereby agrees to purchase from the Company and the Company hereby agrees to sell to the Purchaser, on the Closing Date, 104,500,000 Common Shares (the “Purchased Shares”) at a price of $48.60 per Purchased Share for an aggregate purchase price of $5,078,700,000 (the “Share Purchase Price”). (b) The Purchaser shall purchase the Purchased Shares and pay the Share Purchase Price on the Closing Date, by wire transfer of immediately available funds to an account designated in writing by the Company. The Purchased Shares shall be issued to the Purchaser on Closing by way of: (i) (A) a book entry only position or other electronic deposit on the records of the Company’s transfer agent containing notations of the legends contemplated by this Agreement, together with delivery of an ownership statement to the Purchaser; and (B) the deposit of a certificate evidencing the Purchased Shares to The Canadian Depository for Securities Limited as depository, bearing a restricted CUSIP designation referencing the legends contemplated by this Agreement, for credit to the participant and brokerage account of the Purchaser, as directed by the Purchaser; or (ii) physical delivery of a certificate representing the Purchased Shares registered in the name of the Purchaser or in such other name as the Purchaser shall notify the Company in writing not less than one Business Day prior to the Closing.

  • Purchase and Sale of the Units At the Closing, upon the terms and subject to the conditions set forth in this Agreement, the Seller shall sell, assign, transfer, deliver and convey to the Buyer, free and clear of any Liens, and the Buyer shall purchase, accept and acquire from the Seller, the Units.

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

  • Purchase and Sale of Notes (a) Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase and the Company agrees to sell and issue to each Purchaser at the Closing (as defined below) the principal amount of Notes of the Company as is set forth opposite such Purchaser’s name on such Purchaser’s signature page hereto. The Notes issued to the Purchasers pursuant to this Agreement (including any notes issued at the Initial Closing and any Additional Notes, as defined below) shall be referred to in this Agreement as the “Notes.” Each Note shall be in the form attached hereto as Exhibit A hereto. (b) The initial purchase and sale of the Notes shall take place remotely via the electronic exchange of documents and signatures on the Business Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers’ obligation to pay the Subscription Amount at such Closing, and (ii) the Company’s obligations to deliver the Securities to be issued and sold at such Closing, in each case, have been satisfied or waived, but in no event later than the tenth Business Day following the date hereof (such initial closing is referred to herein as the “Initial Closing”). (c) After the Initial Closing, the Company may sell, in one or more closings and on the terms and conditions contained in this Agreement, Notes in the aggregate principal amount of up to $6,000,000 (collectively, the “Additional Notes”), to one or more purchasers (the “Additional Purchasers”) reasonably acceptable to the Company, provided that (A) such subsequent sale is consummated prior to October 1, 2020 (the “Termination Date”), or such date as the Company and a Majority in Interest may mutually agree upon; and (B) each Additional Purchaser shall become a party to the Transaction Documents by executing and delivering a counterpart signature page to each of the Transaction Documents. Signature pages shall be added to this Agreement to reflect the amount of Additional Notes purchased at each such closing (an “Additional Closing” and together with the Initial Closing, each, a “Closing”) and the parties purchasing such Additional Notes. (d) At each Closing, the payment by a Purchaser of such Purchaser’s Subscription Amount may be made via wire transfer or a certified check in immediately available funds to the Company.

  • Purchase and Sale of Note Subject to the terms and conditions of this Agreement, the Seller hereby agrees to issue to the Purchaser and the Purchaser hereby agrees to acquire from the Seller a certain Convertible Promissory Note (“Note”) in the aggregate principal amount of Fifty Thousand Dollars ($50,000), a copy of which is attached hereto as Exhibit “A”.

  • Purchase and Sale of Stock Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell to Purchaser, an aggregate of 37,500 shares of the Common Stock of the Company (the "Stock") at $0.01 per share, for an aggregate purchase price of $375.00, payable in cash. The closing hereunder, including payment for and delivery of the Stock, shall occur at the offices of the Company immediately following the execution of this Agreement, or at such other time and place as the parties may mutually agree (the "Closing").

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