Share Sales Sample Clauses

Share Sales. In addition to its Wholesaling services, ARI will also directly sell the Shares in the Offering on a best efforts basis and without any commitment to purchase any Shares, on the terms as described in the Registration Statement. ARI will comply with the following when selling the Shares: a. ARI will solicit, as an independent contractor and not as an agent of the Fund or its affiliates, persons acceptable to the Fund to purchase the Shares pursuant to the Subscription Agreement (the “Subscription Agreement”) in the form filed with the Registration Statement and in accordance with the terms of the Prospectus, and to diligently make inquiries as required by this Agreement, the Prospectus, or the Securities Laws applicable to the prospective purchasers’ jurisdictions of residence in order to ascertain whether a purchase of the securities is suitable for the purchaser. In accordance with the instructions set forth in the Subscription Agreement, all funds received by ARI with respect to any Subscription Agreement shall be transmitted to the Fund by noon of the next business day following receipt thereof. ARI shall at all times handle subscription funds in accordance with Rule 15c2-4 promulgated by the Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”). No Subscription Agreement will be effective unless and until accepted by the Fund, it being understood that the Fund may accept or reject any purchaser in its sole and absolute discretion and that the Fund may terminate the Offering at any time for any reason. b. Before participating in the Offering, ARI will have reasonable grounds to believe, based on its independent review of information made available to it by the Fund through the Prospectus, that all material facts are adequately and accurately disclosed in the Prospectus and provide a basis for evaluating the Fund and the Shares. c. ARI agrees not to execute any sale of the Shares into a discretionary account without prior written approval of the transaction by the purchaser. d. ARI will retain in its records and make available to the Fund, for a period of at least six (6) years following the last day of the Offering, information establishing that each person who purchases the Shares pursuant to a Subscription Agreement solicited by ARI is within the permitted class of purchasers under the requirements of the jurisdiction in which such purchaser is a resident and the suitability requirement...
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Share Sales. (a) If, at any time, the Strategic Investor desires to complete a sale or other disposition of Unit Shares, the Strategic Investor shall immediately provide a notice (a "Strategic Investor Sale Notice") to the Company specifying (i) the number of Unit Shares the Strategic Investor intends to sell or dispose of (the "Strategic Investor Offered Shares"), and (ii) price (not to exceed the closing price on the day prior to executing the Strategic Investor Sale Notice), terms (including commissions and other costs) and conditions of the proposed sale or other disposition, which shall be deemed to form part of the Strategic Investor Sale Notice. A Strategic Investor Sale Notice shall be deemed to constitute an offer by the Strategic Investor (the "Strategic Investor Offer") to sell all but not less than all of the Strategic Investor Offered Shares for the price and on the terms and conditions contained in the Strategic Investor Offer, which Strategic Investor Offer shall be deemed to have been delivered on the date on which the Strategic Investor Sale Notice was delivered. If the Company provides acceptances in writing to the Strategic Investor Offer from one or more Persons (collectively the "Company's Buyer"), within five Business Days, then the Strategic Buyer will sell the Strategic Investor Offered Shares, free and clear of any liens or Encumbrances, to the Company's Buyer and the Company's Buyer will purchase the Strategic Investor Offered Shares from the Strategic Investor for the price and on the terms and conditions not less favourable to the Strategic Investor as those specified in the Strategic Investor Offer. (b) If, at any time, the Company desires to complete a sale or other disposition of Consideration Shares, the Company shall immediately provide a notice (a "Company Sale Notice") to the Strategic Investor specifying (i) the number of Consideration Shares the Company intends to sell or dispose of (the "Company Offered Shares"), and (ii) price (not to exceed the closing price on the day prior to executing the Company Sale Notice), terms (including commissions and other costs) and conditions of the proposed sale or other disposition, which shall be deemed to form part of the Company Sale Notice. A Company Sale Notice shall be deemed to constitute an offer by the Company (the "Company Offer") to sell all but not less than all of the Company Offered Shares for the price and on the terms and conditions contained in the Company Offer, which Company Off...
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Share Sales. Seller acknowledges that certain shares acquired by it as part of the this Transaction may be “restricted shares” (as such term is used under Rule 144 of the Securities Act) and any sales, transfers or other dispositions of such shares may only be made pursuant to an effective registration statement under the Securities Act, an available exemption from the registration requirements of the Securities Act or a transaction not subject to the registration requirements of the Securities Act.
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Share Sales without the prior written consent of the Agent, such consent not to be unreasonably withheld in circumstances where in the opinion of the Majority Lenders the interests of the Lenders are reasonably protected after taking into account the reasonable requirements of the Obligors to develop their assets, it will not, and will procure that no Subsidiary will, dispose of all or any part of the share capital, partnership capital or capital stock of any other Obligor;
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Share Sales. The parties agree that Xxxxx is free to sell or otherwise dispose of any shares of Challenger stock and/or any other Challenger securities now owned by Xxxxx, directly or indirectly, or acquired by Xxxxx in the future, where directly or indirectly.
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Share Sales. From the date three months prior to the Trade Date until the Valuation Date for the final Component or the date that JPMorgan, in its discretion, notifies Counterparty in writing that sales of Shares are permissible, neither Counterparty nor any affiliate of Counterparty nor any person who would be considered to be the same “person” as Counterparty or “act[ing] in concert” with Counterparty (as such terms are used in clauses (a)(2) and (e)(3)(vi) of Rule 144 under the Securities Act) has sold or will, without the written consent of JPMorgan, sell or hedge (through swaps. options, short sales or otherwise) any long position in, any Shares. Counterparty has not solicited or arranged for the solicitation of, and will not solicit or arrange for the solicitation of, orders to buy Shares in anticipation of or in connection with any sales of Shares that JPMorgan (or an affiliate of JPMorgan) may effect in establishing any of JPMorgan’s Initial Hedge Position. Counterparty has not made or arranged for, and will not make or arrange for, any payment to any person in connection with any sales of Shares that JPMorgan (or an affiliate of JPMorgan) may effect in establishing any of JPMorgan’s Initial Hedge Positions. Counterparty does not know or have any reason to believe that the Issuer has not complied with the reporting requirements contained in paragraph (c)(1) of Rule 144. For the purposes of this paragraph, Shares shall be deemed to include securities convertible into or exchangeable or exercisable for Shares.
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Share Sales. Any sale(s), assignment(s) or transfer(s) of any shares of the Service Provider sufficient to result in a change in control shall result in immediate termination of this Agreement.
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Related to Share Sales

  • Sales of Shares The Dealer Manager shall, and each Soliciting Dealer shall agree to, solicit purchases of the Shares only in the jurisdictions in which the Dealer Manager and such Soliciting Dealer are legally qualified to so act and in which the Dealer Manager and each Soliciting Dealer have been advised by the Company in writing that such solicitations can be made.

  • Share Distributions Upon the timely receipt by the Depositary of a notice from the Company that it intends to make a distribution that consists of a dividend in, or free distribution of Shares, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.9 of the Deposit Agreement. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, the Depositary shall either (i) subject to Section 5.9 of the Deposit Agreement, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary, and (b) taxes). In lieu of delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 of the Deposit Agreement.

  • Sales of Shares by the Fund The Fund reserves the right to issue shares at any time directly to its shareholders as a stock dividend or stock split and to sell shares to its shareholders or to other persons approved by Xxxxxx at not less than net asset value.

  • Share Consideration Nation Energy Inc., a Wyoming corporation, has agreed to issue on December 17, 2015 600,000,000 of its common shares (the Share Consideration) to Paltar, and Paltar has agreed to certain restrictions on the transfer of such shares, under the terms of the Third Amended and Restated Letter Agreement, dated 30 August 2015 between Nation Energy Inc. and Paltar (the Letter Agreement), in the event that an Exchange Transaction (as defined in the Letter Agreement) has not been consummated on or before December 16, 2015.

  • Basis of Purchases and Sales of Shares Xxxxxx will use its best efforts to place shares sold by it on an investment basis. Xxxxxx does not agree to sell any specific number of shares. Shares will be sold by Xxxxxx only against orders therefor. Xxxxxx will not purchase shares from anyone other than the Fund except in accordance with Section 5, and will not take “long” or “short” positions in shares contrary to the Agreement and Declaration of Trust of the Fund.

  • Investment Options You may direct the investment of your funds within this IRA into any investment instrument offered by or through the Custodian. The Custodian will not exercise any investment discretion regarding your IRA, as this is solely your responsibility. There are certain fees and charges connected with your IRA investments. These fees and charges may include the following. • Sales Commissions • Set Up Fees • Investment Management Fees • Annual Maintenance Fees • Distribution Fees • Surrender or Termination Fees To find out what fees apply, refer to the investment prospectus or contract. There may be certain fees and charges connected with the IRA itself. (Select and complete as applicable.) Annual Custodial Service Fee* $ No Charge Overnight Distribution $ 16.50 Wire Fee $ 12.50 Transfer Out Fee $ The greater of $100.00 or $25.00 per position Other (Explain) We reserve the right to change any of the above fees after notice to you, as provided in your IRA agreement. *The annual custodial fee will be borne by your Investment Advisor.

  • Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.

  • Consideration for Stock In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the Maker, of such portion of the assets and business of the nonsurviving corporation as such Board may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2) in the event of any consolidation or merger of the Maker in which the Maker is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Maker for stock or other securities of any corporation, the Maker shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the Notes, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the Notes. In the event Common Stock is issued with other shares or securities or other assets of the Maker for consideration which covers both, the consideration computed as provided in this Section 3.6(viii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the Maker.

  • Total Shares Except for the Shares referred to in 2.03, Stockholder does not beneficially own any (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company.

  • Subsequent Equity Sales If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents, at an effective price per share less than the Exercise Price then in effect (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is less than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance at such effective price), then simultaneously with the consummation of each Dilutive Issuance the Exercise Price shall be reduced and only reduced to equal the Base Share Price and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no adjustments shall be made, paid or issued under this Section 3(b) in respect of an Exempt Issuance. The Company shall notify the Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(b), upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise. If the Company enters into a Variable Rate Transaction, despite the prohibition thereon in the Purchase Agreement, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion or exercise price at which such securities may be converted or exercised

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