Common use of Purchase of Common Shares Clause in Contracts

Purchase of Common Shares. (a) Subject in each case to the terms and conditions of this Agreement, including the conditions listed in Section 4.1 hereof, on each of the Initial Closing Date (as defined below), January 27, 2014 and April 25, 2014 (each, a “Closing Date”), the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from the Seller, a number of Common Shares (in respect of each Closing Date, the “Shares”), which is equal to the quotient of (a) the aggregate purchase price for the Shares on the applicable Closing Date as set forth on Schedule A hereto under the heading “Aggregate Purchase Price” (in respect of each Closing Date, the “Aggregate Purchase Price”) divided by (b) the Purchase Price per Share (as defined below) (rounded up to the nearest whole number of Common Shares). (b) Subject to Section 4.3 hereof, upon the prior written consent of the Seller, which consent may be withheld in its sole discretion, the Purchaser may accelerate the purchase and sale of all or any portion of the Shares to be purchased on any Closing Date, and the term “Closing Date” as used herein shall also refer to each such accelerated date. The Purchaser shall provide the Seller at least six business days’ written notice of any request to accelerate the purchase and sale of all or any portion of the Shares. The Seller shall provide its consent, or indicate that it does not consent, to such acceleration no later than 1:00 pm, New York City time, four business days prior to such proposed accelerated Closing Date. (c) To the extent the Purchaser is unable to purchase all of the applicable Shares subject to purchase on any Closing Date as set forth on Schedule A hereto, due to the failure to meet any of the conditions listed in Section 4.1 hereof (a “Condition Failure”), the Purchaser will notify the Seller at least one business day prior to such scheduled Closing Date, such notice to specify the number of Shares that the Purchaser is able to purchase without causing a Condition Failure, the condition listed in Section 4.1 which would fail to be satisfied after giving effect to the purchase of the amount of Shares scheduled to be purchased on such Closing Date and a brief description of the facts resulting in such Condition Failure, and thereafter, the Purchaser agrees (i) to purchase the maximum number of Shares on such Closing Date as would not result in a Condition Failure, and (ii) subject to the absence of a Condition Failure on the next subsequent Closing Date, to purchase the excess of those Shares not so purchased pursuant to clause (i) (the “Excess Shares”) on such next subsequent Closing Date, along with the Shares scheduled to be purchased on such subsequent Closing Date; provided, however, if the Purchaser is unable to purchase all Shares subject to purchase on April 25, 2014 (including all Excess Shares) as a result of a Condition Failure, then the Seller will have the option to (i)(x) sell to the Purchaser the maximum number of Shares that the Purchaser is able to purchase and satisfy the conditions in Section 4.1 and (y) either (I) terminate the Agreement immediately following such Closing Date or (II) extend the outside date for a period of ninety (90) days and require the Purchaser to purchase the Excess Shares on a Closing Date mutually agreed by the parties prior to the outside date as extended, subject to such purchase not resulting in a Condition Failure or (ii) terminate the Agreement without selling Shares at such final Closing Date. (d) Notwithstanding anything in this Section 1.1 to the contrary, the Purchaser and the Seller shall decrease the Aggregate Purchase Price with respect to any Closing Date as necessary to ensure that, after giving effect to the Repurchase Transaction, the Seller continues to beneficially own Common Shares representing not less than 50.1% of the Purchaser’s outstanding Common Shares.

Purchase of Common Shares. Subject to the terms and conditions set forth in this Agreement, the Company has the right to sell to the Buyer, and the Buyer has the obligation to purchase from the Company, Purchase Shares as follows: (a) Initial Purchase; Commencement of Purchases of Common Shares. Immediately upon the execution of this Agreement, the Buyer shall purchase from the Company 357,143 Purchase Shares and shall pay to the Company as the purchase price therefor, via wire transfer, Five Hundred Thousand Dollars ($500,000) (such purchase the “Initial Purchase” and such Purchase Shares are referred to herein as “Initial Purchase Shares”). Upon issuance and payment therefor as provided herein, such Initial Purchase Shares shall be validly issued and fully paid and non-assessable. The Initial Purchase Shares shall be issued to the Buyer bearing the restrictive legend set forth in Section 4(e). Thereafter, the purchase and sale of Purchase Shares hereunder shall occur from time to time upon written notices by the Company to the Buyer on the terms and conditions as set forth herein following the satisfaction of the conditions (the “Commencement”) as set forth in Sections 6 and 7 below (the date of satisfaction of such conditions, the “Commencement Date”). (b) The Company’s Right to Require Regular Purchases. Subject in each case to the terms and conditions of this Agreement, including on any given Business Day after the conditions listed Commencement Date, the Company shall have the right but not the obligation to direct the Buyer by its delivery to the Buyer of a Purchase Notice from time to time, and the Buyer thereupon shall have the obligation, to buy the number of Purchase Shares specified in Section 4.1 hereofsuch notice, up to 200,000 Purchase Shares, on each of the Initial Closing Date such Business Day (as defined below), January 27, 2014 and April 25, 2014 long as such notice is delivered on or before 5:00 p.m. Eastern time on such Business Day) (eacheach such purchase, a “Closing Date”), the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from the Seller, a number of Common Shares (in respect of each Closing Date, the “Shares”), which is equal to the quotient of (a) the aggregate purchase price for the Shares on the applicable Closing Date as set forth on Schedule A hereto under the heading “Aggregate Purchase Price” (in respect of each Closing Date, the “Aggregate Purchase PriceRegular Purchase”) divided by (b) at the Purchase Price on the Purchase Date; however, in no event shall the Purchase Amount of a Regular Purchase exceed Five Hundred Thousand Dollars ($500,000) per Share (as defined below) (rounded up Business Day. The Company may deliver additional Purchase Notices to the nearest whole number of Common Shares). (b) Subject Buyer from time to Section 4.3 hereof, upon time so long as the prior written consent of the Seller, which consent may be withheld in its sole discretion, the Purchaser may accelerate the most recent purchase and sale of all or any portion of the Shares to be purchased on any Closing Date, and the term “Closing Date” as used herein shall also refer to each such accelerated datehas been completed. The Purchaser shall provide the Seller at least six business days’ written notice of any request to accelerate the purchase and sale of all or any portion of the Shares. The Seller shall provide its consent, or indicate that it does not consent, to such acceleration no later than 1:00 pm, New York City time, four business days prior to such proposed accelerated Closing Date. (c) To the extent the Purchaser is unable to purchase all of the applicable Shares subject to purchase on any Closing Date as set forth on Schedule A hereto, due to the failure to meet any of the conditions listed in Section 4.1 hereof (a “Condition Failure”), the Purchaser will notify the Seller at least one business day prior to such scheduled Closing Date, such notice to specify the number of Shares that the Purchaser is able to purchase without causing a Condition Failure, the condition listed in Section 4.1 which would fail to be satisfied after giving effect to the purchase of the amount of Shares scheduled to be purchased on such Closing Date and a brief description of the facts resulting in such Condition Failure, and thereafter, the Purchaser agrees (i) to purchase the maximum number of Shares on such Closing Date as would not result in a Condition Failure, and (ii) subject to the absence of a Condition Failure on the next subsequent Closing Date, to purchase the excess of those Shares not so purchased pursuant to clause (i) (the “Excess Shares”) on such next subsequent Closing Date, along with the Shares scheduled to be purchased on such subsequent Closing Date; provided, however, if the Purchaser is unable to purchase all Shares subject to purchase on April 25, 2014 (including all Excess Shares) as a result of a Condition Failure, then the Seller will have the option to (i)(x) sell to the Purchaser the maximum number of Shares that the Purchaser is able to purchase and satisfy the conditions in Section 4.1 and (y) either (I) terminate the Agreement immediately following such Closing Date or (II) extend the outside date for a period of ninety (90) days and require the Purchaser to purchase the Excess Shares on a Closing Date mutually agreed by the parties prior to the outside date as extended, subject to such purchase not resulting in a Condition Failure or (ii) terminate the Agreement without selling Shares at such final Closing Date. (d) Notwithstanding anything share amounts in this Section 1.1 to the contrary1(b) shall be appropriately adjusted for any reorganization, the Purchaser and the Seller shall decrease the Aggregate Purchase Price with respect to any Closing Date as necessary to ensure thatrecapitalization, after giving effect to the Repurchase Transactionnon-cash dividend, the Seller continues to beneficially own Common Shares representing not less than 50.1% of the Purchaser’s outstanding Common Sharesstock split, reverse stock split or other similar transaction.

Purchase of Common Shares. (a) Subject in each case On the basis of the representations, warranties and covenants contained herein, but subject to the terms and conditions set forth herein, the Company and the Dealer Manager hereby appoint Ameriprise Financial as a selected dealer for the Common Shares during the period from the date hereof to the Termination Date (the “Effective Term”), including the Common Shares to be issued pursuant to the DRIP, each in the manner described in the Registration Statement. Subject to the performance by the Company and the Dealer Manager of all obligations to be performed by it hereunder and the completeness and accuracy of all of its representations and warranties, Ameriprise Financial agrees to use its best efforts, during the term of this Agreement, including to offer and sell Common Shares as contemplated by this Agreement at the conditions listed price stated in Section 4.1 hereofthe Prospectus, on each of as the Initial Closing Date (as defined below), January 27, 2014 and April 25, 2014 (each, a “Closing Date”), the Seller shall sell, assign, transfer, convey and deliver same may be adjusted from time to the Purchaser, and the Purchaser shall purchase, acquire and accept from the Seller, a number time. A purchase of Common Shares (a “Subscription”) must be made during the offering period described in respect the Prospectus. Persons desiring to purchase Common Shares are required to (i) deliver to Ameriprise Financial a payment for the aggregate dollar amount of each Closing Date, Common Shares desired to be purchased at the gross offering price per Common Share in effect from time to time (the “Shares”), which is equal to the quotient of (a) the aggregate purchase price for the Shares on the applicable Closing Date as set forth on Schedule A hereto under the heading “Aggregate Purchase Price” (in respect of each Closing Date, the “Aggregate Purchase Offering Price”) divided by (b) subject to discounts as may be described in the Purchase Price Prospectus, or such other per Share (share price as defined below) (rounded up may be applicable pursuant to the nearest whole number of Common Shares). (bDRIP, in which case no upfront selling commission or marketing support fee shall be paid) Subject payable to Section 4.3 hereofAmeriprise Financial, upon the prior written consent of the Seller, which consent may be withheld in its sole discretion, the Purchaser may accelerate the purchase and sale of all or any portion of the Shares to be purchased on any Closing Date, and the term “Closing Date” as used herein shall also refer to each such accelerated date. The Purchaser shall provide the Seller at least six business days’ written notice of any request to accelerate the purchase and sale of all or any portion of the Shares. The Seller shall provide its consent, or indicate that it does not consent, to such acceleration no later than 1:00 pm, New York City time, four business days prior to such proposed accelerated Closing Date. (c) To the extent the Purchaser is unable to purchase all of the applicable Shares subject to purchase on any Closing Date as set forth on Schedule A hereto, due to the failure to meet any of the conditions listed in Section 4.1 hereof (a “Condition Failure”), the Purchaser will notify the Seller at least one business day prior to such scheduled Closing Date, such notice to specify the number of Shares that the Purchaser is able to purchase without causing a Condition Failure, the condition listed in Section 4.1 which would fail to be satisfied after giving effect to the purchase of the amount of Shares scheduled to be purchased on such Closing Date and a brief description of the facts resulting in such Condition Failure, and thereafter, the Purchaser agrees (i) to purchase the maximum number of Shares on such Closing Date as would not result in a Condition Failure, and (ii) subject to the absence of a Condition Failure on the next subsequent Closing Date, to purchase the excess of those Shares not so purchased pursuant to clause (i) (the “Excess Shares”) on such next subsequent Closing Date, along with the Shares scheduled to be purchased on such subsequent Closing Date; provided, however, if the Purchaser is unable to purchase all Shares subject to purchase on April 25, 2014 (including all Excess Shares) as a result of a Condition Failure, then the Seller will have the option to (i)(x) sell to the Purchaser the maximum number of Shares that the Purchaser is able to purchase and satisfy the conditions in Section 4.1 and (y) either (I) terminate the Agreement immediately following such Closing Date or (II) extend the outside date for a period of ninety (90) days and require the Purchaser to purchase the Excess Shares on a Closing Date mutually agreed by the parties prior to the outside date as extended, subject to such purchase not resulting in a Condition Failure or (ii) terminate the Agreement without selling Shares at authorize a debit of such final Closing Date. (d) Notwithstanding anything in this Section 1.1 amount to the contraryaccount such purchaser maintains with Ameriprise Financial. A subscription agreement in the form agreed upon by Ameriprise Financial and the Company (a “Subscription Agreement”) must be completed and submitted to the Company for each investor. The Issuer Entities and Ameriprise Financial acknowledge that the Company and American Enterprise Investment Services, Inc. (“AEIS”), an affiliate of Ameriprise Financial, are parties to that certain Alternative Investment Product Networking Services Agreement, dated October 13, 2017 (the “AIP Networking Agreement”), pursuant to which the broker-controlled accounts of Ameriprise Financial’s customers that invest in the Company will be processed and serviced. The parties acknowledge that any receipt by Ameriprise Financial of payments for Subscriptions for Common Shares shall be effected solely as an administrative convenience, and such receipt of payments shall not be deemed to constitute acceptance of orders to purchase Common Shares or sales of Common Shares by the Company. All Subscriptions solicited by Ameriprise Financial will be strictly subject to review and acceptance by the Company, and the Company reserves the right in its sole and absolute discretion to reject any Subscription or to accept or reject Subscriptions in the order of their receipt by the Company or otherwise. Within thirty (30) days of receipt of a Subscription, the Purchaser Company must accept or reject such Subscription. If the Company elects to reject such Subscription, within ten (10) business days after such rejection, it must notify the purchaser of such fact and cause the Seller shall decrease return of purchaser’s funds, submitted with such application and any interest earned thereon. If funds submitted by the Aggregate Purchase Price with respect to any Closing Date as necessary to ensure that, after giving effect purchaser are released from escrow to the Repurchase TransactionCompany within the foregoing time limits, the Seller continues Subscription shall be deemed accepted. Ameriprise Financial agrees to beneficially own use commercially reasonable efforts to determine that the purchase of Common Shares representing not less than 50.1% is a suitable and appropriate investment for each potential purchaser of Common Shares based on information provided by such purchaser regarding, among other things, such purchaser’s financial situation and investment objectives. Ameriprise Financial agrees to maintain copies of the Purchaser’s outstanding Common SharesSubscriptions received from investors for a minimum of six years from the date of sale and will make such information available to the Company upon request by the Company.

Purchase of Common Shares. (a) Subject in each case On the basis of the representations, warranties and covenants contained herein, but subject to the terms and conditions set forth herein, the Company and the Dealer Manager hereby appoint Ameriprise Financial as a selected dealer for the Common Shares during the period from the date hereof to the Termination Date (the “Effective Term”), including the Common Shares to be issued pursuant to the DRIP. Subject to the performance by the Company and the Dealer Manager of all obligations to be performed by it hereunder and the completeness and accuracy of all of its representations and warranties, Ameriprise Financial agrees to use its best efforts, during the term of this Agreement, including the conditions listed in Section 4.1 hereof, on each of the Initial Closing Date (as defined below), January 27, 2014 to offer and April 25, 2014 (each, a “Closing Date”), the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from the Seller, a sell such number of Common Shares as contemplated by this Agreement at the price stated in the Prospectus, as the same may be adjusted from time to time. A purchase of Common Shares (a “Subscription”) must be made during the offering period described in respect the Prospectus. Persons desiring to purchase Common Shares are required to (i) deliver to Ameriprise Financial a payment for the aggregate dollar amount of each Closing Date, Common Shares desired to be purchased at the gross offering price per Common Share in effect from time to time (the “Shares”), which is equal to the quotient of (a) the aggregate purchase price for the Shares on the applicable Closing Date as set forth on Schedule A hereto under the heading “Aggregate Purchase Price” (in respect of each Closing Date, the “Aggregate Purchase Offering Price”) divided by (b) subject to certain volume discounts, valuations or other discounts as described in the Purchase Price Prospectus, or such other per Share (share price as defined below) (rounded up may be applicable pursuant to the nearest whole number of Common Shares). (bDRIP, in which case no selling commission or marketing support fee shall be paid) Subject payable to Section 4.3 hereofAmeriprise Financial, upon the prior written consent of the Seller, which consent may be withheld in its sole discretion, the Purchaser may accelerate the purchase and sale of all or any portion of the Shares to be purchased on any Closing Date, and the term “Closing Date” as used herein shall also refer to each such accelerated date. The Purchaser shall provide the Seller at least six business days’ written notice of any request to accelerate the purchase and sale of all or any portion of the Shares. The Seller shall provide its consent, or indicate that it does not consent, to such acceleration no later than 1:00 pm, New York City time, four business days prior to such proposed accelerated Closing Date. (c) To the extent the Purchaser is unable to purchase all of the applicable Shares subject to purchase on any Closing Date as set forth on Schedule A hereto, due to the failure to meet any of the conditions listed in Section 4.1 hereof (a “Condition Failure”), the Purchaser will notify the Seller at least one business day prior to such scheduled Closing Date, such notice to specify the number of Shares that the Purchaser is able to purchase without causing a Condition Failure, the condition listed in Section 4.1 which would fail to be satisfied after giving effect to the purchase of the amount of Shares scheduled to be purchased on such Closing Date and a brief description of the facts resulting in such Condition Failure, and thereafter, the Purchaser agrees (i) to purchase the maximum number of Shares on such Closing Date as would not result in a Condition Failure, and (ii) subject to the absence of a Condition Failure on the next subsequent Closing Date, to purchase the excess of those Shares not so purchased pursuant to clause (i) (the “Excess Shares”) on such next subsequent Closing Date, along with the Shares scheduled to be purchased on such subsequent Closing Date; provided, however, if the Purchaser is unable to purchase all Shares subject to purchase on April 25, 2014 (including all Excess Shares) as a result of a Condition Failure, then the Seller will have the option to (i)(x) sell to the Purchaser the maximum number of Shares that the Purchaser is able to purchase and satisfy the conditions in Section 4.1 and (y) either (I) terminate the Agreement immediately following such Closing Date or (II) extend the outside date for a period of ninety (90) days and require the Purchaser to purchase the Excess Shares on a Closing Date mutually agreed by the parties prior to the outside date as extended, subject to such purchase not resulting in a Condition Failure or (ii) terminate the Agreement without selling Shares at authorize a debit of such final Closing Date. (d) Notwithstanding anything in this Section 1.1 amount to the contraryaccount such purchaser maintains with Ameriprise Financial. A subscription agreement in the form agreed upon by Ameriprise Financial and the Company (a “Subscription Agreement”) must be completed and submitted to the Company for all investors. On a weekly basis, Ameriprise Financial will transfer, via Federal Reserve bank wire, the Purchaser total amount debited from investor accounts for the purchase of Common Shares along with a list including the name, address of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Common Shares purchased by, any election to participate in the DRIP by, and the Seller total dollar amount of investment by, each investor on whose behalf a check is submitted or a wire transfer is made. Ameriprise Financial also will forward all Subscription Agreements received in good order by Ameriprise Financial to the Company on a weekly basis. Ameriprise Financial shall decrease use its best efforts to wire such funds or transmit checks to DST Systems, Inc. (the Aggregate Purchase Price with respect to any Closing Date as necessary to ensure that“Transfer Agent”) on a weekly basis, after giving effect receipt by Ameriprise Financial of each order in good order. Ameriprise Financial will advise the Transfer Agent whether the funds Ameriprise Financial are submitting are attributable to individual retirement accounts, Xxxxx plans or any other employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 or from some other type of investor. The parties acknowledge that any receipt by Ameriprise Financial of payments for Subscriptions for Common Shares shall be effected solely as an administrative convenience, and such receipt of payments shall not be deemed to constitute acceptance of orders to purchase Common Shares or sales of Common Shares by the Company. All Subscriptions solicited by Ameriprise Financial will be strictly subject to review and acceptance by the Company, and the Company reserves the right in its absolute discretion to reject any Subscription or to accept or reject Subscriptions in the order of their receipt by the Company or otherwise. Within 30 days of receipt of a Subscription, the Company must accept or reject such Subscription. If the Company elects to reject such Subscription, within 10 business days after such rejection, it must notify the purchaser of such fact and cause the return of purchaser’s funds submitted with such application and any interest earned thereon. If Ameriprise Financial receives no notice of rejection within the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Repurchase TransactionCompany within the foregoing time limits, the Seller continues Subscription shall be deemed accepted. Ameriprise Financial agrees to beneficially own use commercially reasonable efforts to determine that the purchase of Common Shares representing not less than 50.1% is a suitable and appropriate investment for each potential purchaser of Common Shares based on information provided by such purchaser regarding, among other things, such purchaser’s financial situation and investment objectives. Ameriprise Financial agrees to maintain copies of the Purchaser’s outstanding Common SharesSubscriptions received from investors for a minimum of six years from the date of sale and will make such information available to the Company upon request by the Company.

Purchase of Common Shares. (a) Subject in each case On the basis of the representations, warranties and covenants contained herein, but subject to the terms and conditions set forth herein, the Company and the Dealer Manager hereby appoint Ameriprise Financial as a selected dealer for the Common Shares during the period from the date hereof to the Termination Date (the “Effective Term”), including the Common Shares to be issued pursuant to the DRIP. Subject to the performance by the Company and the Dealer Manager of all obligations to be performed by it hereunder and the completeness and accuracy of all of its representations and warranties, Ameriprise Financial agrees to use its best efforts, during the term of this Agreement, including the conditions listed in Section 4.1 hereof, on each of the Initial Closing Date (as defined below), January 27, 2014 to offer and April 25, 2014 (each, a “Closing Date”), the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from the Seller, a sell such number of Common Shares as contemplated by this Agreement at the price stated in the Prospectus, as the same may be adjusted from time to time. A purchase of Common Shares (a “Subscription”) must be made during the offering period described in respect the Prospectus. Persons desiring to purchase Common Shares are required to (i) deliver to Ameriprise Financial a payment for the aggregate dollar amount of each Closing Date, Common Shares desired to be purchased at the gross offering price per Common Share in effect from time to time (the “Shares”), which is equal to the quotient of (a) the aggregate purchase price for the Shares on the applicable Closing Date as set forth on Schedule A hereto under the heading “Aggregate Purchase Price” (in respect of each Closing Date, the “Aggregate Purchase Offering Price”) divided by (b) subject to certain volume discounts, valuations or other discounts as described in the Purchase Price Prospectus, or such other per Share (share price as defined below) (rounded up may be applicable pursuant to the nearest whole number of Common Shares). (bDRIP, in which case no selling commission or marketing support fee shall be paid) Subject payable to Section 4.3 hereofAmeriprise Financial, upon the prior written consent of the Seller, which consent may be withheld in its sole discretion, the Purchaser may accelerate the purchase and sale of all or any portion of the Shares to be purchased on any Closing Date, and the term “Closing Date” as used herein shall also refer to each such accelerated date. The Purchaser shall provide the Seller at least six business days’ written notice of any request to accelerate the purchase and sale of all or any portion of the Shares. The Seller shall provide its consent, or indicate that it does not consent, to such acceleration no later than 1:00 pm, New York City time, four business days prior to such proposed accelerated Closing Date. (c) To the extent the Purchaser is unable to purchase all of the applicable Shares subject to purchase on any Closing Date as set forth on Schedule A hereto, due to the failure to meet any of the conditions listed in Section 4.1 hereof (a “Condition Failure”), the Purchaser will notify the Seller at least one business day prior to such scheduled Closing Date, such notice to specify the number of Shares that the Purchaser is able to purchase without causing a Condition Failure, the condition listed in Section 4.1 which would fail to be satisfied after giving effect to the purchase of the amount of Shares scheduled to be purchased on such Closing Date and a brief description of the facts resulting in such Condition Failure, and thereafter, the Purchaser agrees (i) to purchase the maximum number of Shares on such Closing Date as would not result in a Condition Failure, and (ii) subject to the absence of a Condition Failure on the next subsequent Closing Date, to purchase the excess of those Shares not so purchased pursuant to clause (i) (the “Excess Shares”) on such next subsequent Closing Date, along with the Shares scheduled to be purchased on such subsequent Closing Date; provided, however, if the Purchaser is unable to purchase all Shares subject to purchase on April 25, 2014 (including all Excess Shares) as a result of a Condition Failure, then the Seller will have the option to (i)(x) sell to the Purchaser the maximum number of Shares that the Purchaser is able to purchase and satisfy the conditions in Section 4.1 and (y) either (I) terminate the Agreement immediately following such Closing Date or (II) extend the outside date for a period of ninety (90) days and require the Purchaser to purchase the Excess Shares on a Closing Date mutually agreed by the parties prior to the outside date as extended, subject to such purchase not resulting in a Condition Failure or (ii) terminate the Agreement without selling Shares at authorize a debit of such final Closing Date. (d) Notwithstanding anything in this Section 1.1 amount to the contraryaccount such purchaser maintains with Ameriprise Financial. A subscription agreement in the form agreed upon by Ameriprise Financial and the Company (a “Subscription Agreement”) must be completed and submitted to the Company for all investors. On a weekly basis, Ameriprise Financial will transfer, via Federal Reserve bank wire, the Purchaser total amount debited from investor accounts for the purchase of Common Shares along with a list including the name, address and telephone number of, the social security number or taxpayer identification number of, the brokerage account number of (if applicable), the number of Common Shares purchased by, any election to participate in the DRIP by, and the Seller total dollar amount of investment by, each investor on whose behalf a check is submitted or a wire transfer is made. Ameriprise Financial also will forward all Subscription Agreements received in good order by Ameriprise Financial to the Company on a weekly basis. Ameriprise Financial shall decrease use its best efforts to wire such funds or transmit checks to Boston Financial Data Services, Inc. (the Aggregate Purchase Price with respect to any Closing Date as necessary to ensure that“Transfer Agent”) on a weekly basis, after giving effect receipt by Ameriprise Financial of each order in good order. Ameriprise Financial will advise the Transfer Agent whether the funds Ameriprise Financial are submitting are attributable to the Repurchase Transactionindividual retirement accounts, the Seller continues Xxxxx plans or any other employee benefit plan subject to beneficially own Common Shares representing not less than 50.1% Title I of the Purchaser’s outstanding Common SharesEmployee * CONFIDENTIAL TREATMENT REQUEST - Confidential portion has been omitted and filed separately with the Commission.