Common use of Soliciting Dealer Warrants Clause in Contracts

Soliciting Dealer Warrants. The Company shall issue to the Managing Dealer a Soliciting Dealer Warrant for every 25 Shares sold through the Offering, up to a maximum of 1,000,000 Soliciting Dealer Warrants to purchase an equivalent number of shares of common stock of the Company. The Soliciting Dealer Warrants will be issued quarterly commencing 60 days after the date on which the Shares are first sold pursuant to the Offering. All or any part of such Soliciting Dealer Warrants may be reallowed to certain Soliciting Dealers with prior written approval from, and in the sole discretion of, the Managing Dealer unless prohibited by federal or state securities laws. The Company will not issue Soliciting Dealer Warrants to the Managing Dealer, and the Managing Dealer will not transfer Soliciting Dealer Warrants, in connection with the sale of Shares to residents of Minnesota or Texas. Each Soliciting Dealer Warrant will entitle the holder to purchase one share of common stock from the Company for $12.00 during the five-year period commencing with the date the Offering begins (the "Exercise Period"); provided however, that Soliciting Dealer Warrants will not be exercisable until one year from the date of issuance. Holders of Soliciting Dealer Warrants may not exercise the Soliciting Dealer Warrants to the extent such exercise would jeopardize the Company's status as a REIT.

Appears in 2 contracts

Samples: Managing Dealer Agreement (CNL Hospitality Properties Inc), Managing Dealer Agreement (CNL Hospitality Properties Inc)

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Soliciting Dealer Warrants. The Company shall issue to the Managing Dealer a Soliciting Dealer Warrant for every 25 Shares sold through the Offering, up to a maximum of 1,000,000 600,000 Soliciting Dealer Warrants to purchase an equivalent number of shares of common stock of the Company. The Soliciting Dealer Warrants will be issued quarterly commencing 60 days after the date on which the Shares are first sold pursuant to the Offering. All or any part of such Soliciting Dealer Warrants may be reallowed to certain Soliciting Dealers with prior written approval from, and in the sole discretion of, the Managing Dealer unless prohibited by federal or state securities laws. The Company will not issue Soliciting Dealer Warrants to the Managing Dealer, and the Managing Dealer will not transfer Soliciting Dealer Warrants, in connection with the sale of Shares to residents of Minnesota or Texas. Each Soliciting Dealer Warrant will entitle the holder to purchase one share of common stock from the Company for $12.00 during the fiveten-year period commencing with the date the Offering begins (the "Exercise Period"); provided however, that Soliciting Dealer Warrants will not be exercisable until one year from the date of issuance. Holders of Soliciting Dealer Warrants may not exercise the Soliciting Dealer Warrants to the extent such exercise would jeopardize the Company's status as a REIT.

Appears in 1 contract

Samples: Managing Dealer Agreement (CNL Health Care Properties Inc)

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Soliciting Dealer Warrants. The Company shall issue to the Managing Dealer a Soliciting Dealer Warrant for every 25 Shares sold through the Offering, up to a maximum of 1,000,000 600,000 Soliciting Dealer Warrants to purchase an equivalent number of shares of common stock of the Company. The Soliciting Dealer Warrants will be issued quarterly commencing 60 days after the date on which the Shares are first sold pursuant to the Offering. All or any part of such Soliciting Dealer Warrants may be reallowed to certain Soliciting Dealers with prior written approval from, and in the sole discretion of, the Managing Dealer unless prohibited by federal or state securities laws. The Company will not issue Soliciting Dealer Warrants to the Managing Dealer, and the Managing Dealer will not transfer Soliciting Dealer Warrants, in connection with the sale of Shares to residents of Minnesota or Texas. Each Soliciting Dealer Warrant will entitle the holder to purchase one share of common stock from the Company for $12.00 during the five-year period commencing with the date the Offering begins (the "Exercise Period"); provided however, that Soliciting Dealer Warrants will not be exercisable until one year from the date of issuance. Holders of Soliciting Dealer Warrants may not exercise the Soliciting Dealer Warrants to the extent such exercise would jeopardize the Company's status as a REIT.

Appears in 1 contract

Samples: Managing Dealer Agreement (CNL Health Care Properties Inc)

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