Sale of Units. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, you agree to sell the Units on a “best efforts” basis, as agent for the Fund. You are authorized to enlist other members of FINRA (“Soliciting Dealers”), acceptable to the Fund, to sell the Units. As compensation for these services, the Fund agrees that it will pay you a selling commission in an amount equal to 9% of the offering price of the Units sold pursuant to the terms of this Agreement, from which you may reallow a dealer commission of up to 7.5% of such offering price. In addition to such selling commissions, the Fund or the Manager will pay or reimburse to you or participating broker dealers an amount up to 1% of the Gross Proceeds as additional selling compensation in the form of underwriters’ expenses borne by the Fund, the Manager or their affiliates, as described in the following paragraph. You will pay wholesaling compensation to your personnel out of the selling commissions you will receive hereunder. Aggregate selling compensation paid in connection with the offering, will not exceed a total equal to 10% of the Gross Proceeds. It is understood that the Fund may pay or reimburse you and participating dealers a portion of their “underwriters’ expenses” incurred in connection with the offering, and the Fund, the Manager or their Affiliates may bear certain other expenses directly that may be deemed “underwriters’ expenses.” These underwriters’ expenses include amounts paid by the Fund, the Manager or its Affiliates to you and participating broker dealers relating to sales seminar costs and expenses; advertising and promotion expenses; travel, food and lodging costs; telephone expenses; and an allocable portion of any of your salary expenses and legal fees borne by the Manager or its Affiliates. All of such amounts paid to you or participating broker dealers, all underwriters’ expenses borne on behalf of you or any participating broker dealer by the Fund or any other party on its behalf, and all selling commissions are together deemed “underwriting compensation” paid in connection with the offering. The total of all underwriting compensation, including sales commissions, wholesaling salaries and commissions, retail and wholesaling expense reimbursements, seminar expenses and any other underwriters’ expenses or other forms of compensation paid to or for you or participating broker-dealers, will not exceed 10% of the Gros...
Sale of Units. Subject to compliance with Section 10.4(c):
(i) if the Drag-along Sale is structured as a sale of less than all of the Units of the Company on a Fully Diluted Basis to a Third Party Purchaser, then each Member shall sell, with respect to each type, class or series of Units proposed by the Board to be included in the Drag-along Sale, the number of Units and/or Unit Equivalents of such type, class or series equal to the product obtained by multiplying (i) the total number of such type, class or series of Units proposed to be purchased by the Third Party Purchaser by (ii) a fraction (x) the numerator of which is equal to the number of applicable Units on a Fully Diluted Basis that are held by such Member at such time and (y) the denominator of which is equal to the number of applicable Units on a Fully Diluted Basis that are held by all Members at such time; provided that the proceeds of any such Drag-along Sale which are paid to the Members and to which this Section 10.4(b)(i) applies will be allocated among the Members based upon the classes of Units included or deemed to be included in the Drag- along Sale by each of the Members as if the proceeds of such Drag-along Sale were paid to the Members pursuant to Section 13.3 of this Agreement in connection with a Distribution and the Units of the Members included or deemed to be included in such Drag-along Sale were the only outstanding Units of the Company at the time of such Distribution; and
(ii) if the Drag-along Sale is structured as a sale of all or substantially all of the consolidated assets of the Company and the Company Subsidiaries or as a merger, consolidation, recapitalization, or reorganization of the Company or other transaction requiring the consent or approval of the Members, then notwithstanding anything to the contrary in this Agreement, each Member shall vote in favor of the transaction and otherwise consent to and raise no objection to such transaction, and shall take all actions to waive any dissenters’, appraisal or other similar rights that it may have in connection with such transaction. The Distribution of the aggregate consideration of such transaction shall be made in accordance with Section 13.3(c).
Sale of Units. You may agree to the payment to your financial planning business of an annual financial planning fee, subject to prescribed maximums, whereby such annual financial planning fee is recovered through the sale of units, by completing the relevant section on the form. In this event the Administrator charges the fund an annual administration fee equal to the agreed annual financial planning fee. The fund recovers this annual administration fee through the sale of units from your selected unit trust portfolio. We, on behalf of the Administrator, then pay the proceeds resulting from the sale of units to your financial planning business as an annual financial planning fee each month. Accrued annual financial planning fees will be recovered and paid to your financial planning business before processing an instruction in respect of each of your selected unit trust portfolios. You will get a statement at least annually showing the units sold to pay the annual financial planning fee. Whether option A or B is applicable depends on the unit class of the unit trust portfolio that you choose.
Sale of Units. (a) Subject to the terms and conditions set forth herein:
(i) the Company and each of the Underwriters, severally and not jointly, agree to enter into the Purchase Contracts underlying the number of Firm Units set forth opposite the name of such Underwriter in Schedule II hereto,
(ii) the Company and the Trust agree that the Trust will sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Trust, the number of Trust Preferred Securities underlying the number of Firm Units set forth opposite the name of such Underwriter in Schedule II hereto,
(iii) the Company and the Trust agree to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Trust, at a purchase price of $ per Firm Unit, the number of Firm Units set forth opposite the name of such Underwriter in Schedule II hereto, and
(iv) in the event and to the extent that the Underwriters shall exercise the election to enter into additional Purchase Contracts underlying Optional Units as provided in sub-section (b) below,
(1) the Company and each of the Underwriters, severally and not jointly, agree to enter into that number of additional Purchase Contracts as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional Purchase Contracts) determined by multiplying such number of additional Purchase Contracts by a fraction, the numerator of which is the maximum number of Optional Units set forth opposite the name of such Underwriter in Schedule II hereto and the denominator of which is the maximum number of Optional Units set forth in total opposite the names of all such Underwriters in Schedule II hereto,
(2) the Company and the Trust agree that the Trust will sell to each of the Underwriters and each of the Underwriters agrees, severally and not jointly, to purchase from the Trust, a number of Trust Preferred Securities equal to such number of additional Purchase Contracts, and
(3) the Company and the Trust agree to sell to each of the Underwriters and each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Trust at the purchase price set forth in clause (a) of this Section 2, a number of Optional Units equal to such number of additional Purchase Contracts.
(b) The Company and the Trust hereby grant to the Underwriters the right to enter into at their election up to 1,200,000 Optional...
Sale of Units. Subject to compliance with Section 9.15(d), each Drag-along Member shall sell in the Drag-along Sale all of the Units held by such Drag-along Member.
Sale of Units. Subject to the terms and conditions hereof, the ------------- Purchaser will purchase the number of Units agreed upon by the Purchaser at the Purchase Price, as set forth in the Unit Purchase Agreement by and between the Company and the Purchaser (the "Purchase Agreement"). The shares of Common Stock sold to Purchaser pursuant to the Purchase Agreement are hereinafter referred to as the "Initial Shares" and the shares of Common Stock arising from the exercise of the Warrant are hereinafter referred to as the "Warrant Shares." The Initial Shares, the Warrant and the Warrant Shares are hereinafter collectively referred to as the "Securities."
Sale of Units. You agree to serve as the general distributor of Units in accordance with the terms of this Agreement, and to offer Units to investors as agent of the Fund either directly or through broker-dealers which enter into selling agreements with you. In connection with the offering of Units, you further agree that:
(a) You will use your best efforts to sell Units, provided, however, that when requested by the Fund at any time because of market or other economic considerations or abnormal circumstances of any kind, or when agreed to by mutual consent between you and the Fund, you will suspend such efforts. The Fund may also withdraw the offering of Units at any time when required by the provisions of any statute, order, rule or regulation of any governmental body having jurisdiction. It is understood that you do not undertake to sell all or any specific number or amount of Units.
(b) You will comply fully with all applicable laws, and the rules and interpretations of the National Association of Securities Dealers, Inc. (the "NASD"), the Securities and Exchange Commission (the "SEC"), the Commodity Futures Trading Commission (the "CFTC"), state securities administrators and any other regulatory body. In particular, and not by way of limitation, you represent and warrant that you are familiar with Rule 2810 of the NASD Conduct Rules and that you will comply fully with all the terms thereof in connection with the offering and sale of the Units. You will not execute any sales of Units from a discretionary account over which you have control without prior written approval of the customer in whose name such discretionary account is maintained.
(c) You will not make offers or sales of Units except in the manner set forth in the Fund's Registration Statement, and you specifically agree that if an investor is eligible to invest in a Class of Units for which no Client Servicing Fee or other compensation is to be paid to you hereunder, you will nevertheless offer and sell such Class of Units to that investor. We have established procedures that are to be followed in connection with the offer and sale of Units and you agree not to make offers or sales of any Units and agree to require all broker-dealers that enter into selling agreements with you not to make any such offers or sales except in compliance with such procedures. In this regard, you agree that:
(i) No sale of Units to any one investor will be for less than the minimum amount as may be specified in the Prospectus o...
Sale of Units. You may agree to the payment to your financial planning business of an annual financial planning fee, subject to prescribed maximums, whereby such annual financial planning fee is recovered through the sale of units from your selected unit trust portfolio(s), by completing the relevant section on the form. We then pay the proceeds resulting from the sale of units to your financial planning business as an annual financial planning fee each month. Accrued annual financial planning fees will be recovered and paid to your financial planning business before processing a full withdrawal or switch instruction in respect of each of your selected unit trust portfolios. You will be taxed on capital gains from the sale of units from your selected unit trust portfolio and will get a statement at least annually showing the units sold to pay the annual financial planning fee. Whether option A or B is applicable depends on the unit class of the unit trust portfolio that you choose.
Sale of Units. In reliance upon the representations and warranties set forth herein and subject to the terms and conditions set forth in this Agreement, on the Final Closing Date, as hereinafter defined, Western shall sell and transfer to Voyager unit certificates representing all of the units of Western (the "Units").
Sale of Units. The General Partner shall have the right to qualify the Units with state securities regulatory authorities or perfect exemptions from qualification and enter into such underwriting or agency arrangements for the sale thereof pursuant to such terms and conditions as the General Partner may deem advisable. 5.9
