Common use of Submission of Orders Clause in Contracts

Submission of Orders. Those persons who purchase Shares shall make their checks payable to “CIM Income NAV, Inc.” or, alternatively, “CIM REIT” or “Xxxx REIT.” Checks received by the Dealer that conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following procedures: (a) If the Dealer conducts its internal supervisory procedures at the location where subscription documents and checks are initially received, the Dealer shall conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents to the Dealer Manager. (b) If the internal supervisory procedures are to be performed at a different location (the “Final Review Office”), the subscription documents and check must be transmitted to the Final Review Office by the end of the next business day following receipt by the Dealer of the subscription documents and check. The Final Review Office will, by the end of the next business day following receipt by the Final Review Office of the subscription documents and check, conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents to the Dealer Manager.

Appears in 4 contracts

Samples: Selected Dealer Agreement (Cim Income Nav, Inc.), Selected Dealer Agreement (Cim Income Nav, Inc.), Selected Dealer Agreement (Cim Income Nav, Inc.)

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Submission of Orders. Those persons Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for the Offering and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted by the Fund or permitted in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors who purchase Offered Shares shall make their checks payable to “CIM Income NAV, Inc.” or, alternatively, “CIM REIT” or “Xxxx REITFS Global Credit Opportunities Fund—ADV.” Checks Each investor desiring to purchase Offered Shares in the Offering must submit subscriptions for a certain dollar amount, rather than a number of Offered Shares and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and Subscription Payments received by the Processing Broker-Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth belowpursuant to one of the methods described in this Section II. The Dealer Manager may authorize Dealer, if If the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its checks Subscription Payment for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s checks Subscription Payment and issue a check made payable in the manner described above make payment for the aggregate amount of the subscription proceedsproceeds made payable to “FS Global Credit Opportunities Fund—ADV.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. Transmittal of received investor funds will be made in accordance with the following procedures: (a) If the Processing Broker-Dealer conducts its internal supervisory procedures review at the same location where subscription documents at which Subscription Agreements and checks Subscription Payments are initially receivedreceived from subscribers, then, by noon of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer shall conduct its suitability review of will transmit the transaction Subscription Agreements and if the transaction is suitable and the paperwork is in good order forward the subscription documents Subscription Payments for deposit to the Dealer Manager. (b) Fund or its designated agent. If the Processing Broker-Dealer conducts its internal supervisory procedures are to be performed review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), the subscription documents Subscription Agreements and check must Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end noon of the next business day following receipt thereof by the Dealer of the subscription documents and checkProcessing Broker-Dealer. The Final Review Office willwill in turn, by the end noon of the next business day following receipt thereof by the Final Review Office Office, transmit such Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account directly to the Fund’s transfer agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list of the subscription documents and checkrelated subscribers showing for each subscriber his, conduct her or its suitability review name, address, social security number or tax identification number, as applicable, state of the transaction and if the transaction is suitable residence, amount of Offered Shares subscribed for and the paperwork is in good order forward the subscription documents to the Dealer Manageramount of money paid for such Offered Shares.

Appears in 4 contracts

Samples: Dealer Manager Agreement (FS Global Credit Opportunities Fund - ADV), Dealer Manager Agreement (FS Global Credit Opportunities Fund - ADV), Dealer Manager Agreement (FS Global Credit Opportunities Fund - ADV)

Submission of Orders. Those persons who purchase Shares shall make their checks payable to “CIM Income NAVXxxx Credit Property Trust V, Inc.” or, alternatively, “CIM REITCCPT Vor or, in the event that the purchase is made using a Joint Subscription Agreement, “Xxxx REIT.” Checks received by the Dealer that conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize the Dealer, if the Dealer is a “$250,000 broker-dealer,” ”, to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following procedures: (a) If the Dealer conducts its internal supervisory procedures at the location where subscription documents and checks are initially received, the Dealer shall conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents and the checks to the Dealer ManagerCompany by the end of the next business day following receipt of the subscription documents and the checks. (b) If the internal supervisory procedures are to be performed at a different location (the “Final Review Office”), the subscription documents and check checks must be transmitted to the Final Review Office by the end of the next business day following receipt by the Dealer of the subscription documents and checkchecks. The Final Review Office will, by the end of the next business day following receipt by the Final Review Office of the subscription documents and checkchecks, conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents and the checks to the Dealer ManagerCompany.

Appears in 4 contracts

Samples: Dealer Manager Agreement (Cole Credit Property Trust V, Inc.), Dealer Manager Agreement (Cole Credit Property Trust V, Inc.), Dealer Manager Agreement (Cole Credit Property Trust V, Inc.)

Submission of Orders. Those Each person desiring to purchase Shares in the Offering (and/or in any Follow-On Offering) will be required to complete and execute a Subscription Agreement in the form attached as an appendix to the Prospectus (and, in the event of a Follow-On Offering, the applicable Follow-On Prospectus) and to deliver to Dealer such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) for the purchase price of the Offered Shares, subject to any discounted purchase price per Share that may apply based upon the available discounts specified in the Prospectus (or, in the event of a Follow-On Offering, such amount per Share as set forth in the applicable Follow-On Prospectus). There shall be a minimum initial purchase by any one purchaser of $2,500 of Shares (except as otherwise indicated in the Prospectus, in any letter or memorandum from the Company to the Dealer Manager, or in any Follow-On Prospectus). Minimum subsequent purchases of Shares shall be $500 per transaction (except as otherwise indicated in any Follow-On Prospectus). Until such time as the Company has satisfied the Minimum Offering and released the proceeds from such subscriptions from the Escrow Account (or such greater amount as may be applicable in respect of any greater escrow in respect of subscribers from any state), those persons who purchase Shares shall will be instructed by the Dealer to make their checks payable to “CIM Income NAVUMB Bank, N.A., as escrow agent for NexPoint Capital, Inc.” oror a reasonable contractor or abbreviation thereof. Thereafter, alternatively, “CIM REIT” or “Xxxx REIT.” Checks received those persons who purchase Shares will be instructed by the Dealer that conform to the foregoing instructions shall be transmitted make their checks payable to “UMB Bank, N.A., as agent for deposit as set forth below. NexPoint Capital, Inc.” The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds of the subscriber’s checks and issue a check made payable in to the manner described above order of the Escrow Agent or the Company, as the case may be, for the aggregate amount of the subscription proceeds. Transmittal Subscription Agreements and instruments of payment not conforming to the foregoing instructions shall be returned directly to such subscriber not later than the end of the next business day following receipt by the Dealer of such materials. Subscription Agreements and instruments of payment received investor funds will by the Dealer which conform to the foregoing instructions shall be made in accordance with transmitted for deposit pursuant to one of the following proceduresmethods: (a) If Where, pursuant to the Dealer conducts its internal supervisory procedures of the Dealer, internal supervisory review is conducted at the same location where subscription documents at which Subscription Agreements and checks instruments of payment are initially receivedreceived from subscribers, then, by noon of the next business day following receipt by the Dealer, the Dealer shall conduct its suitability review will transmit the Subscription Agreements and instruments of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents payment to the Dealer Manager.Escrow Agent or, after the Minimum Offering has been obtained, to the Company or its designated agent; and (b) If Where, pursuant to the internal supervisory procedures are to be performed of the Dealer, final internal supervisory review is conducted at a different location (the “Final Review Office”), the subscription documents Subscription Agreements and check must instruments of payment will be transmitted by the Dealer to the Final Review Office by the end of the next business day following receipt thereof by the Dealer of the subscription documents and checkDealer. The Final Review Office will, will in turn by the end noon of the next business day following receipt thereof by the Final Review Office Office, transmit such Subscription Agreements and instruments of payment to the Escrow Agent or, after the Minimum Offering has been satisfied, to the Company or its designated agent. (c) Notwithstanding the foregoing, with respect to any Shares to be purchased by a custodial account, Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Escrow Agent. Dealer shall furnish to the Escrow Agent with each delivery of instruments of payment a list of the subscription documents and checksubscribers showing the name, conduct its suitability review address, tax identification number, state of the transaction and if the transaction is suitable residence, amount of Shares subscribed for, and the paperwork is in good order forward the subscription documents to the Dealer Manageramount of money paid.

Appears in 4 contracts

Samples: Dealer Manager Agreement (NexPoint Capital, Inc.), Dealer Manager Agreement (NexPoint Capital, Inc.), Dealer Manager Agreement (NexPoint Capital, Inc.)

Submission of Orders. Those (a) Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a subscription agreement in the form attached as an appendix to the Prospectus (the “Subscription Agreement”) and to deliver to the Dealer Manager or Participating Dealer, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) for the purchase price of the Offered Shares, subject to any discounted purchase price per Share that may apply based upon the available discounts specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $2,500 of Offered Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Offered Shares shall be $500 per transaction. Until such time as the Company has satisfied the Minimum Offering and proceeds from such subscriptions from the Escrow Account have been released (or such greater amount as may be applicable in respect of any greater escrow in respect of subscribers from any state), those persons who purchase Offered Shares shall will be instructed by the Processing Broker-Dealer to make their checks payable to “CIM Income NAVUMB Bank, N.A., as escrow agent for NexPoint Capital, Inc.” orThereafter, alternativelythose persons who purchase Offered Shares will be instructed by the Processing Broker-Dealer to make their checks payable to “UMB Bank, “CIM REIT” or “Xxxx REIT.” Checks N.A., as agent for NexPoint Capital, Inc.” (b) The Processing Broker-Dealer receiving a Subscription Agreement and instrument of payment not conforming to the foregoing instructions shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and instruments of payment received by the Processing Broker-Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following proceduresmethods: (ai) If the Dealer conducts its internal supervisory procedures at the location where subscription documents and checks are initially receivedwhere, the Dealer shall conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents pursuant to the Dealer Manager. (b) If the internal supervisory procedures of the Processing Broker-Dealer, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, then, by noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and instruments of payment to be performed the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or its designated agent; and (ii) where, pursuant to the internal supervisory procedures of the Processing Broker-Dealer, final internal supervisory review is conducted at a different location (the “Final Review Office”), the subscription documents Subscription Agreements and check must instruments of payment will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end of the next business day following receipt thereof by the Dealer of the subscription documents and checkProcessing Broker-Dealer. The Final Review Office will, will in turn by the end noon of the next business day following receipt thereof by the Final Review Office Office, transmit such Subscription Agreements and instruments of payment to the Escrow Agent or, after the Minimum Offering has been satisfied, to the Company or its designated agent. (c) Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Escrow Agent or, after the Minimum Offering has been satisfied, to the Company or its designated agent. The Processing Broker-Dealer shall furnish to the Escrow Agent or, after the Minimum Offering has been satisfied, to the Company or its designated agent with each delivery of instruments of payment a list of the subscription documents and checksubscribers showing the name, conduct its suitability review address, tax identification number, state of the transaction and if the transaction is suitable residence, amount of Offered Shares subscribed for, and the paperwork is in good amount of money paid. (d) The Dealer Manager acknowledges and agrees that the Company reserves the unconditional right to reject any order forward the subscription documents to the Dealer Managerfor any reason.

Appears in 4 contracts

Samples: Dealer Manager Agreement (NexPoint Capital, Inc.), Dealer Manager Agreement (NexPoint Capital, Inc.), Dealer Manager Agreement (NexPoint Capital, Inc.)

Submission of Orders. Those 13.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Appendix to the Prospectus and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, subject to any discount that may apply based upon the volume of Offered Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Corporation to the Dealer Manager). Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the distribution reinvestment plan, as described in the Prospectus. Prior to the Corporation meeting the Minimum Offering, persons who purchase Offered Shares shall make their checks payable to “CIM Income NAVUMB Bank, Inc.” orN.A., alternatively, “CIM REIT” or “Xxxx REITas escrow agent for FS Investment Corporation III.” Checks Subsequent to the Corporation raising the Minimum Offering, persons who purchase Offered Shares shall make their checks payable to “UMB Bank, N.A., as agent for FS Investment Corporation III.” After meeting the Minimum Offering described throughout the Prospectus, the Corporation will sell the Offered Shares on a continuous basis at a price of $10.00 per Offered Share, subject to any adjustment described or otherwise provided in the “Plan of Distribution” section of the Prospectus. Each person desiring to purchase Offered Shares in the Offering must submit subscriptions for a certain dollar amount, rather than a number of Offered Shares and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and Subscription Payments received by the Processing Broker-Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable methods described in the manner described above for the aggregate amount of the subscription proceedsthis Section 13. Transmittal of received investor funds will be made in accordance with the following procedures:. The Dealer Manager may authorize certain Selected Dealers that are “$250,000 broker-dealers” to instruct their customers to make their checks for Offered Shares subscribed for payable directly to the Selected Dealer. In such case, the Selected Dealer will collect the proceeds of the subscribers’ checks and issue a check or wire transfer for the aggregate amount of the subscription proceeds made payable (1) prior to the Corporation raising the Minimum Offering, to “UMB Bank, N.A., as escrow agent for FS Investment Corporation III” and (2) subsequent to the Corporation raising the Minimum Offering, to “UMB Bank, N.A., as agent for FS Investment Corporation III.” (a) 13.2 If the Processing Broker-Dealer conducts its internal supervisory procedures review at the same location where subscription documents at which Subscription Agreements and checks Subscription Payments are initially receivedreceived from subscribers, then, by noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer shall conduct its suitability review of will transmit the transaction Subscription Agreements and if the transaction is suitable and the paperwork is in good order forward the subscription documents Subscription Payment for deposit to the Dealer ManagerEscrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. (b) 13.3 If the Processing Broker-Dealer conducts its internal supervisory procedures are to be performed review at a different location (the “Final Review Office”), the subscription documents Subscription Agreements and check must Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end noon of the next business day following receipt by the Dealer of the subscription documents and checkProcessing Broker-Dealer. The Final Review Office will, will in turn by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and Subscription Payment for deposit to the Escrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account directly for deposit to the Escrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. The Processing Broker-Dealer shall furnish to the Escrow Agent, the Corporation or its designated agent, as applicable, with each delivery of Subscription Payments a list of the subscription documents and checksubscribers showing the name, conduct its suitability review address, tax identification number, state of the transaction and if the transaction is suitable residence, amount of Offered Shares subscribed for and the paperwork is in good order forward the subscription documents to the Dealer Manageramount of money paid.

Appears in 3 contracts

Samples: Dealer Manager Agreement (FS Investment Corp III), Dealer Manager Agreement (FS Investment Corp III), Dealer Manager Agreement (FS Investment Corp III)

Submission of Orders. Those persons The submission of orders for the purchase of Primary Shares shall proceed as follows: (a) Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription agreement in the form attached as an appendix to the Prospectus (the “Subscription Agreement”) and to deliver to the Dealer Manager or Participating Dealer, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) in the amount of $10.00 per Share, subject to discounts based upon the volume of shares purchased and for certain categories of purchasers as described above. There shall be a minimum initial purchase by any one purchaser of $4,000 of Primary Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Primary Shares shall be $100 per transaction. Until such time as the Company has received and accepted subscriptions for at least $2,000,000 in Primary Shares (the “Minimum Offering”) and released the proceeds from such subscriptions from the Escrow Account (or such greater amount as may be applicable in respect of any greater escrow in respect of subscribers from any state), those purchasers who purchase Primary Shares shall will be instructed by the Processing Broker-Dealer to make their checks payable to “CIM UMB Bank, N.A., as agent for NorthStar Real Estate Income NAVII, Inc.” oror “UMB Bank, alternativelyN.A., as agent for NorthStar Income II.” Thereafter, those persons who purchase Primary Shares will be instructed by the Processing Broker-Dealer to make their checks payable to CIM REITNorthStar Real Estate Income II, Inc.” or “Xxxx REITNorthStar Income II.” Checks ” (b) The Processing Broker-Dealer receiving a Subscription Agreement and instrument of payment not conforming to the foregoing instructions shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and instruments of payment received by the Processing Broker-Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following proceduresmethods: (ai) If the Dealer conducts its internal supervisory procedures at the location where subscription documents and checks are initially receivedwhere, the Dealer shall conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents pursuant to the Dealer Manager. (b) If the internal supervisory procedures of the Processing Broker-Dealer, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, then, by noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and instruments of payment to be performed the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or to such other account or agent as directed by the Company; and (ii) where, pursuant to the internal supervisory procedures of the Processing Broker-Dealer, final internal supervisory review is conducted at a different location (the “Final Review Office”), the subscription documents Subscription Agreements and check must instruments of payment will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end noon of the next business day following receipt by the Dealer of the subscription documents and checkProcessing Broker-Dealer. The Final Review Office will, will in turn by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and instruments of payment to the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or to such other account or agent as directed by the Company. (c) Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Escrow Agent. The Processing Broker-Dealer shall furnish to the Escrow Agent with each delivery of instruments of payment a list of the subscription documents and checksubscribers showing the name, conduct its suitability review address, tax identification number, state of the transaction and if the transaction is suitable residence, amount of Offered Shares subscribed for, and the paperwork is in good order forward the subscription documents to the Dealer Manageramount of money paid.

Appears in 3 contracts

Samples: Dealer Manager Agreement (NorthStar Real Estate Income II, Inc.), Dealer Manager Agreement (NorthStar Real Estate Income II, Inc.), Dealer Manager Agreement (NorthStar Real Estate Income II, Inc.)

Submission of Orders. Those persons who purchase Shares shall will be instructed by the Dealer to make their checks payable to “CIM HMS Income NAVFund, Inc.” or, alternativelyin the alternative, “CIM REIT” or “Xxxx REIT.” may be given instructions for wiring funds to the appropriate account. Any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscriber not later than the end of the next business day following its receipt. Checks received by the Dealer that conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable methods in the manner described above for the aggregate amount of the subscription proceedsthis Article III. Transmittal of received investor funds will be made in accordance with the following procedures: (a) If : Where, pursuant to the Dealer conducts its Dealer’s internal supervisory procedures procedures, internal supervisory review is conducted at the same location where at which subscription documents and checks are initially receivedreceived from subscribers, the Dealer shall conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents to the Dealer Manager. (b) If the internal supervisory procedures are to be performed at a different location (the “Final Review Office”), the subscription documents and check must checks will be transmitted to the Final Review Office by the end of the next business day following receipt by the Dealer of to the subscription documents Company for deposit in a segregated account until the Initial Closing or the next Periodic Closing has occurred or until the relevant Minimum Offering has been achieved, as applicable. Where, pursuant to the Dealer’s internal supervisory procedures, final and check. The Final Review Office willinternal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmit by the end of the subscription documents and check, conduct its suitability review of next business day following receipt at a different location by the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents Final Review Office such checks to the Dealer ManagerCompany for deposit in a segregated account until the Initial Closing or the next Periodic Closing has occurred or until the relevant Minimum Offering has been achieved, as applicable.

Appears in 3 contracts

Samples: Selected Dealer Agreement (HMS Income Fund, Inc.), Selected Dealer Agreement (HMS Income Fund, Inc.), Selected Dealer Agreement (HMS Income Fund, Inc.)

Submission of Orders. Those persons who Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Appendix to the Prospectus and to deliver to the Dealer Manager or Participating Dealer, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) in the amount of $10.00 per Share, or such discounted purchase price per Share that may apply based upon the available discounts specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of 200 Primary Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Primary Shares shall make their checks payable be $500 per transaction. The Processing Broker-Dealer receiving a Subscription Agreement and instrument of payment not conforming to “CIM Income NAV, Inc.” or, alternatively, “CIM REIT” or “Xxxx REIT.” Checks the foregoing instructions shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and instruments of payment received by the Processing Broker-Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following proceduresmethods: (a) If where, pursuant to the Dealer conducts its internal supervisory procedures of the Processing Broker-Dealer, internal supervisory review is conducted at the same location where subscription documents at which Subscription Agreements and checks instruments of payment are initially receivedreceived from subscribers, then, by noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer shall conduct its suitability review will transmit the Subscription Agreements and instruments of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents payment to the Dealer Manager.Escrow Agent or, after the Minimum Offering has been obtained, to the Company or to such other account or agent as directed by the Company; and (b) If where, pursuant to the internal supervisory procedures are to be performed of the Processing Broker-Dealer, final internal supervisory review is conducted at a different location (the “Final Review Office”), the subscription documents Subscription Agreements and check must instruments of payment will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end noon of the next business day following receipt by the Dealer of the subscription documents and checkProcessing Broker-Dealer. The Final Review Office will, will in turn by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and instruments of payment to the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or to such other account or agent as directed by the Company. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Escrow Agent. The Processing Broker-Dealer shall furnish to the Escrow Agent with each delivery of instruments of payment a list of the subscription documents and checksubscribers showing the name, conduct its suitability review address, tax identification number, state of the transaction and if the transaction is suitable residence, amount of Offered Shares subscribed for, and the paperwork is in good order forward the subscription documents to the Dealer Manageramount of money paid.

Appears in 3 contracts

Samples: Dealer Manager Agreement (Green Realty Trust, Inc.), Dealer Manager Agreement (Green Realty Trust, Inc.), Dealer Manager Agreement (Green Realty Trust, Inc.)

Submission of Orders. Those 13.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement substantially in the form attached as an Appendix to the Prospectus and to deliver to the Participating Broker-Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, which must be at least the minimum purchase amount set forth in the Prospectus. The Dealer Manager shall ensure that any Participating Broker-Dealer shall only offer to sell and accept Subscription Agreements and Subscription Payments for Offered Shares in accordance with the offering terms and conditions as set forth in the Prospectus. Prior to the Corporation meeting the Minimum Offering, persons who purchase Offered Shares shall make their checks Subscription Payments payable to “CIM UMB Bank, N.A., as Escrow Agent for Owl Rock Technology Income NAVCorp.” Subsequent to the Corporation raising the Minimum Offering, Inc.persons who purchase Offered Shares shall make their Subscription Payments payable to “UMB Bank, N.A., as Escrow Agent for Owl Rock Technology Income Corp.orAfter meeting the Minimum Offering described throughout the Prospectus, alternativelythe Corporation will sell the Offered Shares on a continuous basis at prices and in accordance with the offering terms and conditions set forth in and subject to any adjustment described or otherwise provided in the Prospectus. Each person desiring to purchase Offered Shares in the Offering must submit subscriptions for a certain dollar amount, “CIM REIT” rather than a number of Offered Shares and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions, or “Xxxx REIT.” Checks for a sale of Offered Shares not meeting the offering terms and conditions set forth in the Prospectus, shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and Subscription Payments received by the Processing Broker-Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable methods described in the manner described above for the aggregate amount of the subscription proceedsthis Section 13. Transmittal of received investor funds will be made in accordance with the following procedures:. (a) 13.2 If the Processing Broker-Dealer conducts its internal supervisory procedures review at the same location where subscription documents at which Subscription Agreements and checks Subscription Payments are initially receivedreceived from subscribers, then, by noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer shall conduct its suitability review of will transmit the transaction Subscription Agreements and if the transaction is suitable and the paperwork is in good order forward the subscription documents Subscription Payment for deposit to the Dealer ManagerEscrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. (b) 13.3 If the Processing Broker-Dealer conducts its internal supervisory procedures are to be performed review at a different location (the “Final Review Office”), the subscription documents Subscription Agreements and check must Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end noon of the next business day following receipt by the Dealer of the subscription documents and checkProcessing Broker-Dealer. The Final Review Office will, will in turn by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and Subscription Payment for deposit to the Escrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account directly for deposit to the Escrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. The Processing Broker-Dealer shall furnish to the Escrow Agent, the Corporation or its designated agent, as applicable, with each delivery of Subscription Payments a list of the subscription documents and checksubscribers showing the name, conduct its suitability review U.S. address, tax identification number, state of the transaction and if the transaction is suitable residence, amount of Offered Shares subscribed for and the paperwork is in good order forward the subscription documents to the Dealer Manageramount of money paid.

Appears in 3 contracts

Samples: Dealer Manager Agreement (Owl Rock Technology Income Corp.), Dealer Manager Agreement (Owl Rock Technology Income Corp.), Dealer Manager Agreement (Owl Rock Technology Income Corp.)

Submission of Orders. Those Each person desiring to purchase Shares in the Offering (and/or in any Follow-On Offering) will be required to complete and execute a Subscription Agreement in the form attached as an appendix to the Prospectus (and, in the event of a Follow-On Offering, the applicable Follow-On Prospectus) and to deliver to Dealer such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) in the amount of $10.00 per Share subscribed for, or such discounted purchase price per Share that may apply based upon the available discounts specified in the Prospectus (or, in the event of a Follow-On Offering, such amount per Share as set forth in the applicable Follow-On Prospectus). There shall be a minimum initial purchase by any one purchaser of $2,000 of Shares (except as otherwise indicated in the Prospectus, in any letter or memorandum from the Company to the Dealer Manager, or in any Follow-On Prospectus). Minimum subsequent purchases of Shares shall be $500 per transaction (except as otherwise indicated in any Follow-On Prospectus). Until such time as the Company has satisfied the Minimum Offering and released the proceeds from such subscriptions from the Escrow Account (or such greater amount as may be applicable in respect of any greater escrow in respect of subscribers from any state), those persons who purchase Shares shall will be instructed by the Dealer to make their checks payable to “CIM UMB Bank, N.A., as escrow agent for Sierra Income NAV, Inc.” or, alternatively, “CIM REITCorporation” or “Xxxx REIT.” Checks received a reasonable contractor or abbreviation thereof. Thereafter, those persons who purchase Shares will be instructed by the Dealer that conform to the foregoing instructions shall be transmitted for deposit make their checks payable to “UMB Bank, N.A., as set forth below. agent Sierra Income Corporation” The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds of the subscriber’s checks and issue a check made payable in to the manner described above order of the Escrow Agent or the Company, as the case may be, for the aggregate amount of the subscription proceeds. Transmittal Subscription Agreements and instruments of payment not conforming to the foregoing instructions shall be returned directly to such subscriber not later than the end of the second business day following receipt by the Dealer of such materials. Subscription Agreements and instruments of payment received investor funds will by the Dealer which conform to the foregoing instructions shall be made in accordance with transmitted for deposit pursuant to one of the following proceduresmethods: (a) If the Dealer conducts its internal supervisory procedures at the location where subscription documents and checks are initially receivedWhere, the Dealer shall conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents pursuant to the Dealer Manager. (b) If the internal supervisory procedures of the Dealer, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are to be performed at a different location (the “Final Review Office”)received from subscribers, the subscription documents and check must be transmitted to the Final Review Office then, by the end noon of the next business day following receipt by the Dealer, the Dealer will transmit the Subscription Agreements and instruments of payment to the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or its designated agent; and (b) Where, pursuant to the internal supervisory procedures of the subscription documents Dealer, final internal supervisory review is conducted at a Final Review Office, Subscription Agreements and check. The instruments of payment will be transmitted by the Dealer to the Final Review Office will, by the end of business of the next business day following receipt thereof by the Dealer. The Final Review Office will in turn by end of business of the next business day following receipt thereof by the Final Review Office Office, transmit such Subscription Agreements and instruments of payment to the Escrow Agent or, after the Minimum Offering has been satisfied, to the Company or its designated agent. (c) Notwithstanding the foregoing, with respect to any Shares to be purchased by a custodial account, Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Escrow Agent. Dealer shall furnish to the Escrow Agent with each delivery of instruments of payment a list of the subscription documents and checksubscribers showing the name, conduct its suitability review address, tax identification number, state of the transaction and if the transaction is suitable residence, amount of Shares subscribed for, and the paperwork is in good order forward the subscription documents to the Dealer Manageramount of money paid.

Appears in 3 contracts

Samples: Dealer Manager Agreement (Sierra Income Corp), Dealer Manager Agreement (Sierra Income Corp), Dealer Manager Agreement (Sierra Income Corp)

Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to the Selected Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares shall will be instructed by the Selected Dealer to make their checks instruments of payment payable to or for the benefit of CIM UMB Bank, N.A., as Escrow Agent for Apollo Realty Income NAVSolutions, Inc.” oras described in the Prospectus and Subscription Agreement for any Offering in which there is a minimum offering contingency described in the Prospectus, alternativelyincluding any continuing escrow obligations imposed by certain states as described in the Prospectus (the “Minimum Offering”) that has not yet been satisfied. If no such Minimum Offering is applicable or has already been satisfied in accordance with the Prospectus, then those persons who purchase Shares will be instructed by the Selected Dealer to make their instruments of payment payable to or for the benefit of CIM REITApollo Realty Income Solutions, Inc.or “Xxxx REIT.” Checks after the escrow period. Purchase orders that include (a) instruments of payment received by the Company at least two (2) business days prior to the first calendar day of the month and (b) a completed and executed Subscription Agreement in good order received by the Company at least five (5) business days prior to the first calendar day of the month (unless waived by the Dealer Manager) will be executed as of the first calendar day of each month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. Any repurchase requests must be made in accordance with the applicable procedures described in the Company’s offering document, the Company’s Share Repurchase Plan (as defined below), and applicable law, rules, and regulations. The parties acknowledge and agree that a repurchase request is not received in good order unless the repurchase request and all required documentation is complete and received by the Company’s transfer agent by the applicable repurchase request deadline described in the Company’s offering document or otherwise specified by the Company in writing. If the Selected Dealer receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, as further described in the Prospectus the Selected Dealer shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments of payment received by the Selected Dealer that conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable methods described in the manner described above for the aggregate amount of the subscription proceedsthis Section II. Transmittal of received investor funds will be made in accordance with the following procedures: (a) If procedures set forth below. Where, pursuant to the Dealer conducts its Selected Dealer’s internal supervisory procedures procedures, internal supervisory review is conducted at the same location where subscription documents at which Subscription Agreements and checks instruments of payment are initially receivedreceived from subscribers, the Dealer shall conduct its suitability review Subscription Agreements and instruments of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents to the Dealer Manager. (b) If the internal supervisory procedures are to be performed at a different location (the “Final Review Office”), the subscription documents and check must payment will be transmitted to the Final Review Office by the end of the next business day following receipt by the Selected Dealer for deposit to the escrow agent described in the Prospectus and Subscription Agreement for any Offering in which a Minimum Offering is applicable and has not yet been satisfied. If no such Minimum Offering is applicable or has been satisfied in accordance with the Prospectus, the Subscription Agreement and instruments of payment will be transmitted by the end of the subscription documents next business day following receipt by the Selected Dealer to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Where, pursuant to the Selected Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and checkinstruments of payment will be transmitted by the end of the next business day following receipt by the Selected Dealer to the office of the Selected Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the escrow agent described in the Prospectus and Subscription Agreement for any Offering in which a Minimum Offering is applicable and has not yet been satisfied. If no such Minimum Offering is applicable or has been satisfied in accordance with the Prospectus, then the Final Review Office will, by the end of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreement and instruments of the subscription documents and check, conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents payment to the Dealer ManagerCompany or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company.

Appears in 3 contracts

Samples: Selected Dealer Agreement (Apollo Realty Income Solutions, Inc.), Dealer Manager Agreement (Apollo Realty Income Solutions, Inc.), Selected Dealer Agreement (Apollo Realty Income Solutions, Inc.)

Submission of Orders. Those persons who purchase (a) Each subscriber for Shares shall make their be required to (i) complete and execute duplicate originals of the subscription agreement (in the form included as an exhibit to the Prospectus and the Escrow Agreement) and any purchaser representative questionnaire or other document(s) which may be required by you or the Company in connection with such subscription (collectively, “Subscription Documents”) and (ii) tender payment in full for the Shares subscribed for (“Subscription Payment”); checks representing Subscription Payments should be made payable to “CIM Income NAVXxxxx Retail Centers, Inc.” orInc. Escrow Account”; all Subscription Payments received by any Dealer (including you) shall be delivered to Century Bank and Trust (“Escrow Agent”), alternativelyat 000 Xxxx Xxxxxxx Xxxxxx, “CIM REIT” or “Xxxx REIT.” Checks Xxxxxxxxx, XX 00000, Attention: Xxx Xxxxxxx, by 12:00, noon, on the business day following such receipt, together with a schedule setting forth the amount of each such Subscription Payment and the name, mailing address and state of residence of the subscriber. Subscription Payments received by the Dealer that conform Escrow Agent shall be deposited and administered by it pursuant to the foregoing instructions shall be transmitted for deposit as set forth belowterms of the agreement by and among the Company, you and the Escrow Agent (“Escrow Agreement”). The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” to instruct its customers to make its checks for Shares subscribed for payable directly Concurrently with your delivery of each Subscription Payment to the DealerEscrow Agent, in which case you shall forward to the Dealer will collect the proceeds of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following procedures: (a) If the Dealer conducts its internal supervisory procedures Company, at the location where subscription documents and checks are initially receivedaddress appearing in Section 13 hereof, the Dealer shall conduct its suitability review two (2) executed originals of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents to the Dealer Managerall related Subscription Documents, retaining copies of all such Subscription Documents for your records. (b) Within thirty (30) days following receipt by it of executed Subscription Documents, the Company shall determine to accept or reject each subscription and shall notify you and the Escrow Agent orally (to be confirmed in writing). If the internal supervisory procedures are Company elects to accept a subscription, it shall, within forty-five (45) following receipt by it of executed Subscription Documents relating thereto, countersign and forward to the subscriber a counterpart original of the subscription agreement at the mailing address set forth therein. If the Company elects to reject a subscription, the related Subscription Payment shall, upon receipt by the Escrow Agent of oral notice (to be performed confirmed in writing) from the Company of such rejection, be returned within ten (10) business days following such notice, directly to the subscriber by the Escrow Agent, without interest thereon or deduction there from, pursuant to the terms of the Escrow Agreement. The Company reserves the right, in its sole discretion for any reason, to refuse to sell Shares to any person at any time. (c) The Company may continue the Offering until (i) 3,000,000 Shares are sold or (ii) ____________, 20__, whichever first occurs; the Offering may be terminated at any time prior thereto at the discretion of the Company, or extended by amendment to this Agreement. (d) Subject to the terms hereof and of the Escrow Agreement, the first disbursement of subscription proceeds (including disbursement of amounts due to you hereunder) shall take place not less than five (5) days nor more than fifteen (15) days following the date upon which cleared funds representing payment in full for the Shares purchased therewith have been received by the Escrow Agent under the terms of the Escrow Agreement, unless otherwise agreed in writing between you and the Company; such initial disbursement is referred to herein as the “Initial Closing,” and the date thereof is referred to as the “Initial Closing Date.” Following the Initial Closing, subscription proceeds shall be disbursed from time to time as agreed between the Company and the Placement Agent, but not less frequently than monthly; each such further disbursement of subscription proceeds is referred to herein as an “Additional Closing” and the date thereof as an “Additional Closing Date.” The Initial Closing and Additional Closings are sometimes referred to herein as a different location (“Closing” or “Closings”; the Initial Closing Date and Additional Closing Dates are sometimes referred to herein as a “Closing Date” or “Closing Dates.” The last Closing Date hereunder is referred to herein as the “Final Review OfficeClosing Date). The date, upon which the subscription documents and check must be transmitted Offering shall terminate, for any reason, is referred to herein as the “Termination Date.” (e) Each Closing shall take place at the offices of the Company or, at your option, at such other place as you may agree upon in writing with the Company. (f) On or before each Closing Date, you shall supply to the Final Review Office by Company a list setting forth the end name and state of residence of each person to whom you have then distributed a Memorandum, together with the serial number of the next business day following receipt Memorandum so distributed to each such person and an accounting for each serially-numbered Memorandum not distributed by you. (g) After the Dealer Final Closing Date, you will not be considered to have any continuing or future duty or obligation of any kind to the Company. You have not assumed, nor will you assume or be permitted to assume, any duties, responsibilities, or obligations with regard to the management, operations or any of the subscription documents and check. The Final Review Office will, by the end business affairs of the next business day following receipt by Company after the Final Review Office final Closing (h) You will maintain in your files documents disclosing the basis upon which the determination of suitability was reached as to each potential investor. You hereby represent that you will communicate to each of your sales agents, representatives and other appropriate persons associated with you the subscription documents and checkabove-referenced suitability standards. Notwithstanding the provisions of this Section 12, conduct its suitability review you shall not execute any transaction in the Company in a discretionary account without prior written approval of the transaction by the potential investor. (i) Prior to participating in the Offering, you or a person associated with you shall have reasonable grounds to believe, based on information made available to you or such person by the Company through the Prospectus or other materials, that all material facts are adequately and if accurately disclosed and provide a basis for evaluating the transaction is suitable and the paperwork is in good order forward the subscription documents to the Dealer ManagerCompany.

Appears in 3 contracts

Samples: Dealer Manager Agreement (Klein Retail Centers, Inc.), Dealer Manager Agreement (Klein Retail Centers, Inc.), Dealer Manager Agreement (Klein Retail Centers, Inc.)

Submission of Orders. Those persons who purchase Shares shall make their checks payable, prior to the time the Company reaches the Minimum Offering, to “UMB Bank, N.A., Agent for Xxxx Corporate Income Trust, Inc.” or a recognizable contraction or abbreviation thereof, including but not limited to “UMB Bank, N.A., f/b/o Corporate Income Trust” or, in the event that the purchase is made using Joint Subscription Agreement, “UMB Bank, N.A., Agent for Xxxx REIT” or a recognizable contraction or abbreviation thereof. After the Company reaches the Minimum Offering, checks should be made payable to “CIM Xxxx Corporate Income NAVTrust, Inc.” or, alternatively, “CIM REITCorporate Income Trustor or, in the event that the purchase is made using a Joint Subscription Agreement, “Xxxx REIT.” Checks received by the Dealer that conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” ”, to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following procedures: (a) If the Dealer conducts its internal supervisory procedures at the location where subscription documents and checks are initially received, the Dealer shall conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward (i) the subscription documents to the Dealer ManagerManager and (ii) the checks to the Escrow Agent by the end of the next business day following receipt of the subscription documents and the check, prior to the completion of the Minimum Offering. After completion of the Minimum Offering, the Company may instruct the Dealer to forward paperwork in good order and the check directly to the Company. (b) If the internal supervisory procedures are to be performed at a different location (the “Final Review Office”), the subscription documents and check must be transmitted to the Final Review Office by the end of the next business day following receipt by the Dealer of the subscription documents and check. The Final Review Office will, by the end of the next business day following receipt by the Final Review Office of the subscription documents and check, conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward (i) the subscription documents to the Dealer ManagerManager and (ii) the checks to the Escrow Agent by the end of the next business day following receipt of the subscription documents and the check, prior to the completion of the Minimum Offering. After completion of the Minimum Offering, the Company may instruct the Dealer to forward paperwork in good order and the check directly to the Company.

Appears in 3 contracts

Samples: Dealer Manager Agreement (Cole Corporate Income Trust, Inc.), Dealer Manager Agreement (Cole Corporate Income Trust, Inc.), Dealer Manager Agreement (Cole Corporate Income Trust, Inc.)

Submission of Orders. Those persons (a) Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription agreement in the form attached as an appendix to the Prospectus (the “Subscription Agreement”) and to deliver to the Dealer Manager or Participating Dealer, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) in the initial amount of $15.00 per share, or such other per share purchase price as the Company’s Board of Directors may establish from time to time (subject to available discounts based upon the volume of shares purchased and for certain categories of purchasers, as specified in the Prospectus). There shall be a minimum initial purchase by any one purchaser of $5,000 in Primary Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Primary Shares shall be $100 per transaction. Until such time as the Company has received and accepted subscriptions for at least $2,000,000 in Primary Shares (the “Minimum Offering”) and released the proceeds from such subscriptions from the Escrow Account (or such greater amount as may be applicable in respect of any greater escrow in respect of subscribers from any state), those purchasers who purchase Primary Shares shall will be instructed by the Processing Broker-Dealer to make their checks payable to “CIM Income NAVUMB Financial Corporation, as escrow agent for Steadfast Apartment REIT, Inc.” orThereafter, alternativelythose persons who purchase Primary Shares will be instructed by the Processing Broker-Dealer to make their checks payable to “Steadfast Apartment REIT, “CIM REIT” or “Xxxx REIT.” Checks Inc.” (b) The Processing Broker-Dealer receiving a Subscription Agreement and instrument of payment not conforming to the foregoing instructions shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and instruments of payment received by the Processing Broker-Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following proceduresmethods: (ai) If the Dealer conducts its internal supervisory procedures at the location where subscription documents and checks are initially receivedwhere, the Dealer shall conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents pursuant to the Dealer Manager. (b) If the internal supervisory procedures of the Processing Broker-Dealer, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, then, by noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and instruments of payment to be performed the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or to such other account or agent as directed by the Company; and (ii) where, pursuant to the internal supervisory procedures of the Processing Broker-Dealer, final internal supervisory review is conducted at a different location (the “Final Review Office”), the subscription documents Subscription Agreements and check must instruments of payment will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end noon of the next business day following receipt by the Dealer of the subscription documents and checkProcessing Broker-Dealer. The Final Review Office will, will in turn by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and instruments of payment to the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or to such other account or agent as directed by the Company. (c) Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Escrow Agent. The Processing Broker-Dealer shall furnish to the Escrow Agent with each delivery of instruments of payment a list of the subscription documents and checksubscribers showing the name, conduct its suitability review address, tax identification number, state of the transaction and if the transaction is suitable residence, amount of Offered Shares subscribed for, and the paperwork is amount of money paid. (d) No compensation in good order forward connection with the subscription documents Offering may be paid to the Dealer Manager, Participating Dealers or their affiliates out of the proceeds of the Offering prior to the release of such proceeds from escrow. However, if any such payments are made from sources other than proceeds of the Offering, they shall be made only on the basis of bona fide transactions.

Appears in 3 contracts

Samples: Dealer Manager Agreement (Steadfast Apartment REIT, Inc.), Dealer Manager Agreement (Steadfast Apartment REIT, Inc.), Dealer Manager Agreement (Steadfast Apartment REIT, Inc.)

Submission of Orders. Those 13.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement substantially in the form attached as an Appendix to the Prospectus and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. The Dealer Manager shall ensure that any Selected Dealer shall only offer to sell and accept Subscription Agreements and Subscription Payments for classes of Offered Shares that it is authorized to sell pursuant to the Selected Dealer Agreement (including any schedules or exhibits thereto) and in accordance with the offering terms and conditions as set forth in the Prospectus. There shall be a minimum initial purchase by any one purchaser of any combination of Class A, Class D, or Class T Offered Shares of $5,000, and a minimum initial purchase of Class I Offered Shares of $500,000 (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Corporation to the Dealer Manager). Additional purchases of Class A, Class D or Class T Offered Shares shall be in increments of $500 per transaction, or in increments of $50,000 in Class I Offered Shares per transaction, except for purchases made pursuant to the DRP, as described in the Prospectus. Any minimum purchase amount may be waived in the sole discretion of the Corporation. Prior to the Corporation meeting the Minimum Offering, persons who purchase Offered Shares shall make their checks payable to “CIM Income NAVUMB Bank, Inc.” orN.A., alternatively, “CIM REIT” or “Xxxx REITas escrow agent for FS Investment Corporation IV.” Checks Subsequent to the Corporation raising the Minimum Offering, persons who purchase Offered Shares shall make their checks payable to “FS Investment Corporation IV.” After meeting the Minimum Offering described throughout the Prospectus, the Corporation will sell the Offered Shares on a continuous basis at prices and in accordance with the offering terms and conditions set forth in and subject to any adjustment described or otherwise provided in the Prospectus. Each person desiring to purchase Offered Shares in the Offering must submit subscriptions for a certain dollar amount, rather than a number of Offered Shares and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions, or for a class of Offered Shares that such Processing Broker-Dealer is not authorized to sell, or for a sale of Offered Shares not meeting the offering terms and conditions set forth in the Prospectus, shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and Subscription Payments received by the Processing Broker-Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable methods described in the manner described above for the aggregate amount of the subscription proceedsthis Section 13. Transmittal of received investor funds will be made in accordance with the following procedures:. (a) 13.2 If the Processing Broker-Dealer conducts its internal supervisory procedures review at the same location where subscription documents at which Subscription Agreements and checks Subscription Payments are initially receivedreceived from subscribers, then, by noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer shall conduct its suitability review of will transmit the transaction Subscription Agreements and if the transaction is suitable and the paperwork is in good order forward the subscription documents Subscription Payment for deposit to the Dealer ManagerEscrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. (b) 13.3 If the Processing Broker-Dealer conducts its internal supervisory procedures are to be performed review at a different location (the “Final Review Office”), the subscription documents Subscription Agreements and check must Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end noon of the next business day following receipt by the Dealer of the subscription documents and checkProcessing Broker-Dealer. The Final Review Office will, will in turn by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and Subscription Payment for deposit to the Escrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account directly for deposit to the Escrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. The Processing Broker-Dealer shall furnish to the Escrow Agent, the Corporation or its designated agent, as applicable, with each delivery of Subscription Payments a list of the subscription documents and checksubscribers showing the name, conduct its suitability review U.S. address, tax identification number, state of the transaction and if the transaction is suitable residence, amount of Offered Shares subscribed for and the paperwork is in good order forward the subscription documents to the Dealer Manageramount of money paid.

Appears in 3 contracts

Samples: Dealer Manager Agreement (FS Investment Corp IV), Dealer Manager Agreement (FS Investment Corp IV), Dealer Manager Agreement (FS Investment Corp IV)

Submission of Orders. Those persons The submission of orders for the purchase of Primary Shares, in any combination of Class A Shares and Class T Shares, shall proceed as follows: (a) Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription agreement in the form attached as an appendix to the Prospectus (the “Subscription Agreement”) and to deliver to the Dealer Manager or Participating Dealer, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) in the amount of the applicable purchase price. Except as may be otherwise provided for in the “Plan of Distribution” section of the Prospectus, Offered Shares shall be offered to the public in any combination of Class A Shares and Class T Shares, at the per share offering price for such class of shares set forth in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $4,000 of Primary Shares, which may be in any combination of Class A Shares and Class T Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Primary Shares shall be $100 per transaction. Persons who purchase Primary Shares shall will be instructed by the Processing Broker-Dealer to make their checks payable to “CIM NorthStar Real Estate Income NAVII, Inc.” or, alternatively, “CIM REIT” or “Xxxx REITNorthStar Income II.” Checks ” (b) The Processing Broker-Dealer receiving a Subscription Agreement and instrument of payment not conforming to the foregoing instructions shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and instruments of payment received by the Processing Broker-Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following proceduresmethods: (ai) If the Dealer conducts its internal supervisory procedures at the location where subscription documents and checks are initially receivedwhere, the Dealer shall conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents pursuant to the Dealer Manager. (b) If the internal supervisory procedures of the Processing Broker-Dealer, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, then, by noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and instruments of payment to be performed the Company or to such other account or agent as directed by the Company; and (ii) where, pursuant to the internal supervisory procedures of the Processing Broker-Dealer, final internal supervisory review is conducted at a different location (the “Final Review Office”), the subscription documents Subscription Agreements and check must instruments of payment will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end noon of the next business day following receipt by the Dealer of the subscription documents and checkProcessing Broker-Dealer. The Final Review Office will, will in turn by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and instruments of payment to the Company or to such other account or agent as directed by the Company. (c) Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Company. The Processing Broker-Dealer shall furnish to the Company with each delivery of instruments of payment a list of the subscription documents and checksubscribers showing the name, conduct its suitability review address, tax identification number, state of the transaction and if the transaction is suitable residence, amount of Offered Shares subscribed for, and the paperwork is in good order forward the subscription documents to the Dealer Manageramount of money paid.

Appears in 3 contracts

Samples: Dealer Manager Agreement (NorthStar Real Estate Income II, Inc.), Dealer Manager Agreement (NorthStar Real Estate Income II, Inc.), Dealer Manager Agreement (NorthStar Real Estate Income II, Inc.)

Submission of Orders. Those persons 14.1 Each person desiring to purchase Offered Shares will be required to complete and execute an Investor Application and to deliver to the Participating Broker-Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Investor Application, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, except for Offered Shares purchased through the networking system of the National Securities Clearing Corporation (“NSCC”), to the extent applicable. To the extent applicable, Offered Shares purchased through the networking system of NSCC will be governed by applicable NSCC rules and procedures, and any agreement or other arrangement between the Fund, Dealer Manager and Participating Broker-Dealer relating to networking. The Dealer Manager shall ensure that any Participating Broker-Dealer shall only offer to sell and accept Investor Applications and Subscription Payments for Offered Shares in accordance with the offering terms and conditions as set forth in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $2,500 (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Fund to the Dealer Manager). Additional purchases of Offered Shares shall be in increments of $500 per transaction, except for purchases made pursuant to the DRIP, as described in the Prospectus. Any minimum purchase amount may be waived in the sole discretion of the Fund. Persons who purchase Offered Shares shall make their checks Subscription Payments payable to “CIM Oxford Park Income NAVFund, Inc.” orThe Fund will sell the Offered Shares on a continuous basis at prices and in accordance with the offering terms and conditions set forth in and subject to any adjustment described or otherwise provided in the Prospectus. Each person desiring to purchase Offered Shares in the Offering must submit subscriptions for a certain dollar amount, alternativelyrather than a number of Offered Shares and, “CIM REIT” as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving an Investor Application and Subscription Payment not conforming to the foregoing instructions, or “Xxxx REIT.” Checks for a sale of Offered Shares not meeting the offering terms and conditions set forth in the Prospectus, shall return such Investor Application and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Investor Applications and Subscription Payments received by the Processing Broker-Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable methods described in the manner described above for the aggregate amount of the subscription proceedsthis Section 14. Transmittal of received investor funds will be made in accordance with the following procedures:. (a) 14.2 If the Processing Broker-Dealer conducts its internal supervisory procedures review at the same location where subscription documents at which Investor Applications and checks Subscription Payments are initially receivedreceived from subscribers, then, by noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer shall conduct its suitability review of will transmit the transaction Investor Applications and if the transaction is suitable and the paperwork is in good order forward the subscription documents Subscription Payment for deposit to the Dealer ManagerFund or its designated agent. (b) 14.3 If the Processing Broker-Dealer conducts its internal supervisory procedures are to be performed review at a different location (the “Final Review Office”), the subscription documents Investor Applications and check must Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end noon of the next business day following receipt by the Dealer of the subscription documents and checkProcessing Broker-Dealer. The Final Review Office will, will in turn by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Investor Applications and Subscription Payment for deposit to the Fund or its designated agent. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Investor Application and Subscription Payment for such account directly for deposit to the Fund or its designated agent. The Processing Broker-Dealer shall furnish to the Escrow Agent, the Fund or its designated agent, as applicable, with each delivery of Subscription Payments a list of the subscription documents and checksubscribers showing the name, conduct its suitability review U.S. address, tax identification number, state of the transaction and if the transaction is suitable residence, amount of Offered Shares subscribed for and the paperwork is in good order forward the subscription documents to the Dealer Manageramount of money paid.

Appears in 3 contracts

Samples: Dealer Manager Agreement (Oxford Park Income Fund, Inc.), Dealer Manager Agreement (Oxford Park Income Fund, Inc.), Dealer Manager Agreement (Oxford Park Income Fund, Inc.)

Submission of Orders. Those persons who purchase Shares shall make their checks payable, prior to the time the Company reaches the Minimum Offering, to “UMB Bank, N.A., Agent for Xxxx Credit Property Trust IV, Inc.” or a recognizable contraction or abbreviation thereof, including but not limited to “UMB Bank, N.A., f/b/o CCPT IV” or, in the event that the purchase is made using Joint Subscription Agreement, “UMB Bank, N.A., Agent for Xxxx REIT” or a recognizable contraction or abbreviation thereof. After the Company reaches the Minimum Offering, checks should be made payable to “CIM Income NAVXxxx Credit Property Trust IV, Inc.” or, alternatively, “CIM REITCredit Property Trust IVor or, in the event that the purchase is made using a Joint Subscription Agreement, “Xxxx REIT.” Checks received by the Dealer that conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” ”, to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following procedures: (a) If the Dealer conducts its internal supervisory procedures at the location where subscription documents and checks are initially received, the Dealer shall conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward (i) the subscription documents to the Dealer ManagerManager and (ii) the checks to the Escrow Agent by the end of the next business day following receipt of the subscription documents and the check, prior to the completion of the Minimum Offering. After completion of the Minimum Offering, the Company may instruct the Dealer to forward paperwork in good order and the check directly to the Company. (b) If the internal supervisory procedures are to be performed at a different location (the “Final Review Office”), the subscription documents and check must be transmitted to the Final Review Office by the end of the next business day following receipt by the Dealer of the subscription documents and check. The Final Review Office will, by the end of the next business day following receipt by the Final Review Office of the subscription documents and check, conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward (i) the subscription documents to the Dealer ManagerManager and (ii) the checks to the Escrow Agent by the end of the next business day following receipt of the subscription documents and the check, prior to the completion of the Minimum Offering. After completion of the Minimum Offering, the Company may instruct the Dealer to forward paperwork in good order and the check directly to the Company.

Appears in 3 contracts

Samples: Dealer Manager Agreement (Cole Credit Property Trust Iv, Inc.), Dealer Manager Agreement (Cole Credit Property Trust Iv, Inc.), Dealer Manager Agreement (Cole Credit Property Trust Iv, Inc.)

Submission of Orders. Those persons who purchase Shares shall 2.1. Subject to Section 2.2, subscribers will be instructed to make their checks payable to “CIM Income NAVUMB Bank, N.A. as escrow agent for Resource Innovation Office REIT, Inc.” or, alternativelyafter the Company raises $2,000,000 in the Offering, including subscriptions received from the Company’s directors, officers and advisor (the CIM Minimum Offering”), to “Resource Innovation Office REIT, Inc.,or except with respect to investors that reside in any state that has imposed a minimum offering amount higher than the Minimum Offering (each a Xxxx State-Required Minimum Offering”). Checks from investors that reside in states that have imposed a State-Required Minimum Offering must be made payable to “UMB Bank, N.A., as escrow agent for Resource Innovation Office REIT., Inc.Checks received by until the Dealer that conform applicable State-Required Minimum Offering has been achieved. Any Counterparty receiving a check not conforming to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” to instruct its customers to make its checks for Shares subscribed for payable will return such check directly to the Dealer, in which case the Dealer will collect the proceeds of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following procedures: (a) If the Dealer conducts its internal supervisory procedures at the location where subscription documents and checks are initially received, the Dealer shall conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents to the Dealer Manager. (b) If the internal supervisory procedures are to be performed at a different location (the “Final Review Office”), the subscription documents and check must be transmitted to the Final Review Office by such subscriber not later than the end of the next business day following receipt its receipt. Each Counterparty receiving a subscriber’s check that conforms to the foregoing instructions will deliver such check to the escrow agent, the Company or the Dealer Manager, or as otherwise directed by the Company or the Dealer Manager, as applicable, no later than the close of business of the first business day after receipt of the subscription documents and check. The Final Review Office will, by the end Counterparty. 2.2. Counterparty may utilize the custodial or administrative services of a third party that is not acting as an underwriter or participating broker-dealer in the offering of the next business day following receipt by the Final Review Office Class A Shares (a “Third Party Administrator”). In such cases, instead of the Counterparty forwarding a subscription documents document and checkcheck from the subscriber, conduct the Third Party Administrator may aggregate funds collected from subscribers and transmit such funds to the Company or Dealer Manager and forward the related subscription documentation. Counterparty’s utilization of any such Third Party Administrator is conditioned on the Company and such Third Party Administrator entering into a prior written agreement, satisfactory to the Company in its suitability review sole discretion, addressing the procedures by which such funds and subscription documentation are transmitted to the Company or Dealer Manager. Utilization of the transaction and if services of a Third Party Administrator will not relieve the transaction is suitable and the paperwork is Counterparty of any of its obligations set forth in good order forward the subscription documents to the Dealer Managerthis Agreement.

Appears in 3 contracts

Samples: Dealer Manager Agreement (Resource Innovation Office REIT, Inc.), Dealer Manager Agreement (Resource Innovation Office REIT, Inc.), Dealer Manager Agreement (Resource Innovation Office REIT, Inc.)

Submission of Orders. Those persons who purchase Shares shall make their checks payable to “CIM Income NAV, Inc.” or, alternatively, “CIM REIT” 10.1 On or “Xxxx REIT.” Checks received by after the Dealer that conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds date of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following procedures: (a) If the Dealer conducts its internal supervisory procedures at the location where subscription documents and checks are initially receivedthis Agreement, the Company, the Managing Broker-Dealer shall conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents to the Dealer Manager. (b) If the internal supervisory procedures are to be performed at a different location UMB Bank (the “Final Review OfficeEscrow Agent”) will enter into an Escrow Agreement substantially in the form included as an exhibit to the Offering Statement (the “Escrow Agreement”), pursuant to which an escrow account will be established (the “Escrow Account”), at the Company’s expense, for the benefit of those persons subscribing for Bonds (the “Subscribers”). 10.2 Prior to closing on each Subscription, (i) each Subscriber will execute and deliver a Purchaser Questionnaire and Subscription Agreement (each, a “Subscription Agreement”) to the Company and the Company will make available to the Managing Broker-Dealer and the Escrow Agent copies of each such Subscription Agreement; (ii) each Subscriber will transfer to the Escrow Account funds in an amount equal to the price per Bond as shown on the cover page of the Offering Circular multiplied by the number of Bonds subscribed by such Subscriber (the “Subscription Amount”); and (iii) the Escrow Agent will notify the Company and the Managing Broker-Dealer in writing when the Escrow Account contains collected funds in the amount equal to the Subscription Amount. 10.3 If on any date the Escrow Agent shall have received the Subscription Amount and the Company accepts such Subscription (each such date, a “Closing Date”), the subscription documents Escrow Agent will release the Subscription Amount from the Escrow Account for collection by the Company and check must be transmitted the Managing Broker-Dealer as provided in the Escrow Agreement and the Company shall deliver the Bonds purchased on such Closing Date to the Final Review Office by Subscriber, which delivery may be made through the end facilities of the next business day following receipt by Depository Trust Company (“DTC”) or via book entry with the Dealer Company’s securities registrar and transfer agent, UMB Bank (the “Transfer Agent”). All closings (each, a “Closing”) shall take place at the office of the subscription documents and check. The Final Review Office will, by Managing Broker-Dealer or such other location as the end of the next business day following receipt by the Final Review Office of the subscription documents and check, conduct its suitability review of the transaction and if the transaction is suitable Managing Broker-Dealer and the paperwork is in good order forward Company shall mutually agree. All actions taken at the subscription documents Closing shall be deemed to the Dealer Managerhave occurred simultaneously on such Closing Date.

Appears in 3 contracts

Samples: Managing Broker Dealer Agreement (Lighthouse Life Capital, LLC), Managing Broker Dealer Agreement (GK Investment Property Holdings II LLC), Managing Broker Dealer Agreement (GK Investment Property Holdings II LLC)

Submission of Orders. Dealer hereby agrees to solicit, as an independent contractor and not as the agent of the Dealer Manager or of the Company (or their affiliates), persons acceptable to the Company to purchase the Shares pursuant to the subscription agreement in the form attached to the Prospectus and in accordance with the terms of the Prospectus. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares shall will be instructed by the Dealer to make their checks payable to “CIM Income NAVUMB Bank, N.A., agent for Xxxxxx Validus Mission Critical REIT II, Inc.” oror a reasonable contractor or abbreviation thereof, alternativelyincluding, but not limited to CIM REITUMB, Bank, N.A., f/b/o CVREIT II”, or after the Company reaches its minimum offering, to “Xxxxxx Validus Mission Critical REIT II, Inc.” or “Xxxx REITCVREIT II.” Checks received by the Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” ”, to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds of the subscriber’s checks and issue a check made payable in to the manner described above order of the Escrow Agent or the Company, as the case may be, for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following procedures: (a) If the a Dealer conducts its internal supervisory procedures at the location where subscription documents and checks are initially received, the Dealer shall conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward (i) the subscription documents to the Dealer ManagerManager and (ii) the checks to the Escrow Agent by the end of the next business day following receipt of the subscription documents and the check, prior to the completion of the Minimum Offering. After completion of the Minimum Offering, the Company may instruct the Dealer to forward paperwork in good order and the check directly to the Company. (b) If the a Dealer’s internal supervisory procedures are to be performed at a different location (the “Final Review Office”), the subscription documents and check must be transmitted to the Final Review Office by the end noon of the next business day following receipt by the Dealer of the subscription documents and check. The Final Review Office will, by the end of the next business day following receipt by the Final Review Office of the subscription documents and check, conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward (i) the subscription documents to the Dealer ManagerManager and (ii) the checks to the Escrow Agent, prior to the completion of the Minimum Offering. After completion of the Minimum Offering, the Company may instruct the Dealer to forward paperwork in good order and the check directly to the Company.

Appears in 3 contracts

Samples: Participating Broker Dealer Agreement (Carter Validus Mission Critical REIT II, Inc.), Participating Broker Dealer Agreement (Carter Validus Mission Critical REIT II, Inc.), Participating Broker Dealer Agreement (Carter Validus Mission Critical REIT II, Inc.)

Submission of Orders. Those persons (a) Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a subscription agreement in the form attached as an appendix to the Prospectus (the “Subscription Agreement”) and to deliver to the Dealer Manager or Participating Dealer, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) in the initial amount of $10.00 per Class A Share, $9.68 per Class T Share, $9.39 per Class D Share and $9.20 per Class I Share until the Fund has achieved the Minimum Offering Requirement, and thereafter at a public offering price equal to the Fund’s NAV plus the applicable selling commissions and/or Dealer Manager Fees, or such other per share purchase price as the Fund’s Board of Directors may establish from time to time (subject to available discounts based upon the volume of shares purchased and for certain categories of purchasers, as specified in the Prospectus). In no event shall the aggregate selling commissions, Dealer Manager Fees and Distribution Fees exceed 8.0% of the gross offering proceeds received in the Offering. There shall be a minimum initial purchase by any one purchaser of $4,000 in Class A Shares, Class T Shares and Class D Shares and a $10,000 minimum initial purchase by any one purchaser of Class I Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Fund to the Dealer Manager). Minimum subsequent purchases of Offered Shares shall be $500 per transaction. Until such time as the Fund has received and accepted subscriptions for at least $3,000,000 in Offered Shares (the “Minimum Offering Requirement”) and released the proceeds from such subscriptions from the Escrow Account, those purchasers who purchase Offered Shares shall will be instructed by the Processing Broker-Dealer to make their checks payable to “CIM Income NAVUMB Bank, Inc.” orN.A., alternatively, “CIM REIT” or “Xxxx REITas escrow agent for Steadfast Alcentra Global Credit Fund.” Checks Thereafter, those persons who purchase Offered Shares will be instructed by the Processing Broker-Dealer to make their checks payable to “Steadfast Alcentra Global Credit Fund.” (b) The Processing Broker-Dealer receiving a Subscription Agreement and instrument of payment not conforming to the foregoing instructions shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and instruments of payment received by the Processing Broker-Dealer that conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following proceduresmethods: (ai) If the Dealer conducts its internal supervisory procedures at the location where subscription documents and checks are initially receivedwhere, the Dealer shall conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents pursuant to the Dealer Manager. (b) If the internal supervisory procedures of the Processing Broker-Dealer, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, then, by noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and instruments of payment to the Escrow Agent or, after the Minimum Offering Requirement has been achieved (or such greater amount as may be performed applicable in respect of any greater escrow in respect of subscribers from any state), to the Fund or to such other account or agent as directed by the Fund; and (ii) where, pursuant to the internal supervisory procedures of the Processing Broker-Dealer, final internal supervisory review is conducted at a different location (the “Final Review Office”), the subscription documents Subscription Agreements and check must instruments of payment will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end noon of the next business day following receipt by the Dealer of the subscription documents and checkProcessing Broker-Dealer. The Final Review Office will, will in turn by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and instruments of payment to the Escrow Agent or, after the Minimum Offering Requirement has been achieved (or such greater amount as may be applicable in respect of any greater escrow in respect of subscribers from any state), to the Fund or to such other account or agent as directed by the Fund. (c) Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Escrow Agent. The Processing Broker-Dealer shall furnish to the Escrow Agent with each delivery of instruments of payment a list of the subscription documents and checksubscribers showing the name, conduct its suitability review address, tax identification number, state of the transaction and if the transaction is suitable residence, amount of Offered Shares subscribed for, and the paperwork is amount of money paid. (d) No compensation in good order forward connection with the subscription documents Offering may be paid to the Dealer Manager, Participating Dealers or their affiliates out of the proceeds of the Offering prior to the release of such proceeds from the Escrow Account. However, if any such payments are made from sources other than proceeds of the Offering, they shall be made only on the basis of bona fide transactions.

Appears in 3 contracts

Samples: Dealer Manager Agreement (Steadfast Alcentra Global Credit Fund), Dealer Manager Agreement (Steadfast Alcentra Global Credit Fund), Dealer Manager Agreement (Steadfast Alcentra Global Credit Fund)

Submission of Orders. Those persons who purchase Shares shall make their checks payable, prior to the time the Company reaches the Minimum Offering, to “UMB Bank, N.A., Agent for Xxxx Office & Industrial REIT (CCIT III), Inc.” or a recognizable contraction or abbreviation thereof, including but not limited to “UMB Bank, N.A., f/b/o CCIT III” or, in the event that the purchase is made using Joint Subscription Agreement, “UMB Bank, N.A., Agent for Xxxx REIT” or a recognizable contraction or abbreviation thereof. After the Company reaches the Minimum Offering, checks should be made payable to “CIM Income NAVXxxx Office & Industrial REIT (CCIT III), Inc.” or, alternatively, “CIM REITCCIT IIIor or, in the event that the purchase is made using a Joint Subscription Agreement, “Xxxx REIT.” Checks received by the Dealer that conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” ”, to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following procedures: (a) If the Dealer conducts its internal supervisory procedures at the location where subscription documents and checks are initially received, the Dealer shall conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward (i) the subscription documents to the Dealer ManagerManager and (ii) the checks to the Escrow Agent by the end of the next business day following receipt of the subscription documents and the checks, prior to the completion of the Minimum Offering. After completion of the Minimum Offering, the Company may instruct the Dealer to forward paperwork in good order and the checks directly to the Company. (b) If the internal supervisory procedures are to be performed at a different location (the “Final Review Office”), the subscription documents and check must be transmitted to the Final Review Office by the end of the next business day following receipt by the Dealer of the subscription documents and check. The Final Review Office will, by the end of the next business day following receipt by the Final Review Office of the subscription documents and check, conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward (i) the subscription documents to the Dealer ManagerManager and (ii) the checks to the Escrow Agent by the end of the next business day following receipt of the subscription documents and the check, prior to the completion of the Minimum Offering. After completion of the Minimum Offering, the Company may instruct the Dealer to forward paperwork in good order and the checks directly to the Company.

Appears in 3 contracts

Samples: Dealer Manager Agreement (Cole Office & Industrial REIT (CCIT III), Inc.), Dealer Manager Agreement (Cole Office & Industrial REIT (CCIT III), Inc.), Dealer Manager Agreement (Cole Office & Industrial REIT (CCIT III), Inc.)

Submission of Orders. 14.1 Those persons who purchase Shares shall will be instructed by the Dealer Manager or the Dealer to make their checks payable to “CIM Income NAV"Trust Company of America, as escrow agent for NNN H/O REIT" unless and until the Minimum Offering is obtained. Thereafter, persons who purchase Shares will be instructed by the Dealer Manager or the Dealer to make their checks payable to "NNN Healthcare/Office REIT, Inc.” or" The Dealer Manager may authorize certain Dealers who have "net capital," as defined in the applicable federal securities regulations, alternativelyof $250,000 or more to instruct their customers to make their checks for Shares subscribed for payable directly to the Dealer. In such case, “CIM REIT” the Dealer will collect the proceeds of the subscribers' checks and issue a check made payable to the order of the Company for the aggregate amount of the subscription proceeds or “Xxxx REIT.” wire such funds to the Escrow Agent. The Dealer Manager and any Dealer receiving a check prior to the time that the Minimum Offering is obtained that does not conform to the foregoing instructions shall promptly return such check directly to such subscriber. Checks received by the Dealer that Manager or Dealer which conform to the foregoing instructions shall be transmitted for deposit as pursuant to one of the methods described in this Section 14. 14.2 If the Dealer Manager or any Dealer receives a check that is made payable to the Escrow Agent after the Minimum Offering is obtained, the Dealer Manager or Dealer shall deposit such check with the Escrow Agent. 14.3 It is understood and agreed that the Company reserves the right in its sole discretion to refuse to sell any of the Shares to any person. A sale of a Share shall be deemed to be completed if and only if (i) the Company has received a properly completed and executed subscription documents, together with payment of the full purchase price of each purchased Share, from or on behalf of an investor who satisfies the applicable suitability standards and minimum purchase requirements set forth below. The in the Registration Statement as determined by the Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following procedures: provisions of this Agreement and (aii) If the Dealer conducts its internal supervisory procedures at the location where subscription documents and checks are initially received, the Dealer shall conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents to the Dealer ManagerCompany has accepted such subscription. (b) If the internal supervisory procedures are to be performed at a different location (the “Final Review Office”), the subscription documents and check must be transmitted to the Final Review Office by the end of the next business day following receipt by the Dealer of the subscription documents and check. The Final Review Office will, by the end of the next business day following receipt by the Final Review Office of the subscription documents and check, conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents to the Dealer Manager.

Appears in 3 contracts

Samples: Dealer Manager Agreement (NNN Healthcare/Office REIT, Inc.), Dealer Manager Agreement (NNN Healthcare/Office REIT, Inc.), Dealer Manager Agreement (NNN Healthcare/Office REIT, Inc.)

Submission of Orders. Those Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Appendix to the Prospectus and to deliver to Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, subject to any discount that may apply based upon the volume of Offered Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Corporation to the Dealer Manager). Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the distribution reinvestment plan, as described in the Prospectus. Prior to the Corporation raising gross offering proceeds of $2,500,000 from persons not affiliated with the Corporation or the Adviser (the “Minimum Offering”), persons who purchase Offered Shares shall make their checks payable to “CIM Income NAVUMB Bank, Inc.” orN.A., alternatively, “CIM REIT” or “Xxxx REITas escrow agent for FS Investment Corporation III.” Checks Subsequent to the Corporation raising the Minimum Offering, persons who purchase Offered Shares shall make their checks payable to “UMB Bank, N.A., as agent for FS Investment Corporation III.” Each person desiring to purchase Offered Shares in the Offering must submit subscriptions for a certain dollar amount, rather than a number of Offered Shares and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and Subscription Payments received by the Processing Broker-Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth belowpursuant to one of the methods described in this Section II. The Dealer Manager may authorize Dealer, if If Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize Selected Dealer to instruct its customers to make its checks check for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s checks check and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal proceeds made payable to the order of received investor funds will “UMB Bank, N.A., as agent for FS Investment Corporation III.” Selected Dealer hereby agrees to be made in accordance with bound by the following procedures:terms of the Escrow Agreement, dated [ ], 2013 (the “Escrow Agreement”), by and among UMB Bank, N.A. (the “Escrow Agent”) and the Corporation. (a) If the Processing Broker-Dealer conducts its internal supervisory procedures review at the same location where subscription documents at which Subscription Agreements and checks Subscription Payments are initially receivedreceived from subscribers, then, by noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer shall conduct its suitability review of will transmit the transaction Subscription Agreements and if the transaction is suitable and the paperwork is in good order forward the subscription documents Subscription Payment for deposit to the Dealer ManagerEscrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. (b) If the Processing Broker-Dealer conducts its internal supervisory procedures are to be performed review at a different location (the “Final Review Office”), the subscription documents Subscription Agreements and check must Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end noon of the next business day following receipt by the Dealer of the subscription documents and checkProcessing Broker-Dealer. The Final Review Office will, will in turn by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and Subscription Payment for deposit to the Escrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. Selected Dealer understands that the Corporation reserves the unconditional right to reject any order, in whole or in part, for any or no reason. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account directly to the Transfer Agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list of the subscription documents and checksubscribers showing the name, conduct its suitability review address, tax identification number, state of the transaction and if the transaction is suitable residence, amount of Offered Shares subscribed for, and the paperwork is in good order forward the subscription documents to the Dealer Manageramount of money paid.

Appears in 3 contracts

Samples: Dealer Manager Agreement (FS Investment Corp III), Dealer Manager Agreement (FS Investment Corp III), Dealer Manager Agreement (FS Investment Corp III)

Submission of Orders. Those persons who Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription agreement (“Subscription Agreement”) in the form attached as an Appendix to the Prospectus and to deliver to Participating Dealer such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) in the amount of the applicable purchase price. Except as may be otherwise provided for in the “Plan of Distribution” section of the Prospectus, Offered Shares shall make their checks payable be offered to “CIM Income NAVthe public in any combination of Class A Shares and Class T Shares, Inc.” orat the per share offering price for such class of shares set forth in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $4,000 of Primary Shares (except as otherwise indicated in the Prospectus, alternatively, “CIM REIT” or “Xxxx REIT.” Checks in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Primary Shares shall be $100 per transaction. Any Subscription Agreement and instrument of payment not conforming to the foregoing instructions shall be returned to such subscriber not later than the end of the second business day following receipt by Participating Dealer of such materials. Subscription Agreements and instruments of payment received by the Participating Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following proceduresmethods: (a) If the Dealer conducts its where, pursuant to Participating Dealer’s internal supervisory procedures procedures, internal supervisory review is conducted at the same location where subscription documents at which Subscription Agreements and checks instruments of payment are initially receivedreceived from subscribers, the Dealer shall conduct its suitability review then, by noon of the transaction next business day following receipt by Participating Dealer, Participating Dealer will transmit the Subscription Agreements and if the transaction is suitable and the paperwork is in good order forward the subscription documents instrument of payment to the Dealer Manager.Company or to such other account or agent as directed by the Company; and (b) If the where, pursuant to Participating Dealer’s internal supervisory procedures are to be performed procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), the subscription documents then Subscription Agreements and check must instruments of payment will be transmitted by Participating Dealer to the Final Review Office by the end noon of the next business day following receipt by the Dealer of the subscription documents and checkParticipating Dealer. The Final Review Office willwill in turn, by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements to the Company or to such other account or agent as directed by the Company. (c) Participating Dealer understands that the Company and/or the Dealer Manager reserves the unconditional right to reject any order for any or no reason. (d) Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, the Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Company. The Participating Dealer shall furnish to the Company with each delivery of instruments of payment a list of the subscription documents subscribers showing the name, address, tax identification number, state of residence, amount and checkclass of Primary Shares subscribed for, conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents to the Dealer Manageramount of money paid.

Appears in 3 contracts

Samples: Dealer Manager Agreement (NorthStar Real Estate Income II, Inc.), Dealer Manager Agreement (NorthStar Real Estate Income II, Inc.), Dealer Manager Agreement (NorthStar Real Estate Income II, Inc.)

Submission of Orders. Those 13.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Appendix to the Prospectus and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, subject to any discount that may apply based upon the volume of Offered Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Corporation to the Dealer Manager). Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the distribution reinvestment plan, as described in the Prospectus. Prior to the Corporation meeting the Minimum Offering, persons who purchase Offered Shares shall make their checks payable to “CIM Income NAVUMB Fund Services, Inc.” or, alternativelyas agent for UMB Bank, “CIM REIT” or “Xxxx REITN.A., as escrow agent for Freedom Capital Corporation.” Checks Subsequent to the Corporation raising the Minimum Offering, persons who purchase Offered Shares shall make their checks payable to “UMB Fund Services, Inc., as agent for UMB Bank, N.A., as agent for Freedom Capital Corporation.” After meeting the Minimum Offering described throughout the Prospectus, the Corporation will sell the Offered Shares on a continuous basis at a price of $10.00 per Offered Share, subject to any adjustment described or otherwise provided in the “Plan of Distribution” section of the Prospectus. Each person desiring to purchase Offered Shares in the Offering must submit subscriptions for a certain dollar amount, rather than a number of Offered Shares and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and Subscription Payments received by the Processing Broker-Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable methods described in the manner described above for the aggregate amount of the subscription proceedsthis Section 13. Transmittal of received investor funds will be made in accordance with the following procedures:. The Dealer Manager may authorize certain Selected Dealers that are “$250,000 broker-dealers” to instruct their customers to make their checks for Offered Shares subscribed for payable directly to the Selected Dealer. In such case, the Selected Dealer will collect the proceeds of the subscribers’ checks and issue a check or wire transfer for the aggregate amount of the subscription proceeds made payable (1) prior to the Corporation raising the Minimum Offering, to “UMB Fund Services, Inc., as agent for UMB Bank, N.A., as escrow agent for Freedom Capital Corporation” and (2) subsequent to the Corporation raising the Minimum Offering, to “UMB Fund Services, Inc., as agent for UMB Bank, N.A., as agent for Freedom Capital Corporation.” (a) 13.2 If the Processing Broker-Dealer conducts its internal supervisory procedures review at the same location where subscription documents at which Subscription Agreements and checks Subscription Payments are initially receivedreceived from subscribers, then, by noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer shall conduct its suitability review of will transmit the transaction Subscription Agreements and if the transaction is suitable and the paperwork is in good order forward the subscription documents Subscription Payment for deposit to the Dealer ManagerEscrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. (b) 13.3 If the Processing Broker-Dealer conducts its internal supervisory procedures are to be performed review at a different location (the “Final Review Office”), the subscription documents Subscription Agreements and check must Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end of the next business day following receipt by the Dealer of the subscription documents and checkProcessing Broker-Dealer. The Final Review Office will, will in turn by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and Subscription Payment for deposit to the Escrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account directly for deposit to the Escrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. The Processing Broker-Dealer shall furnish to the Escrow Agent, the Corporation or its designated agent, as applicable, with each delivery of Subscription Payments a list of the subscription documents and checksubscribers showing the name, conduct its suitability review address, tax identification number, state of the transaction and if the transaction is suitable residence, amount of Offered Shares subscribed for and the paperwork is in good order forward the subscription documents to the Dealer Manageramount of money paid.

Appears in 2 contracts

Samples: Dealer Manager Agreement (Freedom Capital Corp/Md), Dealer Manager Agreement (Freedom Capital Corp/Md)

Submission of Orders. Those (a) Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a subscription agreement in the form attached as an appendix to the Prospectus (the “Subscription Agreement”) and to deliver to the Dealer Manager or Participating Dealer, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) for the purchase price of the Offered Shares, subject to any discounted purchase price per Offered Share that may apply based upon the available discounts specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $2,500 of Offered Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Offered Shares shall be $500 per transaction. Until such time as the Company has satisfied the Minimum Offering and proceeds from such subscriptions from the Escrow Account have been released (or such greater amount as may be applicable in respect of any greater escrow in respect of subscribers from any state), those persons who purchase Offered Shares shall will be instructed by the Processing Broker-Dealer to make their checks payable to “CIM Income NAVUMB Bank, N.A., as escrow agent for NexPoint Multifamily Realty Trust, Inc.” orThereafter, alternativelythose persons who purchase Offered Shares will be instructed by the Processing Broker-Dealer to make their checks payable to “UMB Bank, “CIM REIT” or “Xxxx REIT.” Checks N.A., as agent for NexPoint Multifamily Realty Trust, Inc.” (b) The Processing Broker-Dealer receiving a Subscription Agreement and instrument of payment not conforming to the foregoing instructions shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and instruments of payment received by the Processing Broker-Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following proceduresmethods: (ai) If the Dealer conducts its internal supervisory procedures at the location where subscription documents and checks are initially receivedwhere, the Dealer shall conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents pursuant to the Dealer Manager. (b) If the internal supervisory procedures of the Processing Broker-Dealer, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, then, by noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and instruments of payment to be performed the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or its designated agent; and (ii) where, pursuant to the internal supervisory procedures of the Processing Broker-Dealer, final internal supervisory review is conducted at a different location (the “Final Review Office”), the subscription documents Subscription Agreements and check must instruments of payment will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end of the next business day following receipt thereof by the Dealer of the subscription documents and checkProcessing Broker-Dealer. The Final Review Office will, will in turn by the end noon of the next business day following receipt thereof by the Final Review Office Office, transmit such Subscription Agreements and instruments of payment to the Escrow Agent or, after the Minimum Offering has been satisfied, to the Company or its designated agent. (c) Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Escrow Agent or, after the Minimum Offering has been satisfied, to the Company or its designated agent. The Processing Broker-Dealer shall furnish to the Escrow Agent or, after the Minimum Offering has been satisfied, to the Company or its designated agent with each delivery of instruments of payment a list of the subscription documents and checksubscribers showing the name, conduct its suitability review address, tax identification number, state of the transaction and if the transaction is suitable residence, amount of Offered Shares subscribed for, and the paperwork is in good amount of money paid. (d) The Dealer Manager acknowledges and agrees that the Company reserves the unconditional right to reject any order forward the subscription documents to the Dealer Managerfor any reason.

Appears in 2 contracts

Samples: Dealer Manager Agreement (Nexpoint Multifamily Realty Trust, Inc.), Dealer Manager Agreement (Nexpoint Multifamily Realty Trust, Inc.)

Submission of Orders. Those persons who Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription agreement (“Subscription Agreement”) in the form attached as an Appendix to the Prospectus and to deliver to Participating Dealer such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) in the amount of $10.00 per Share, subject to discounts based upon the volume of shares purchased and for certain categories of purchasers as described in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $4,000 of Primary Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Primary Shares shall make their checks payable be $100 per transaction. Any Subscription Agreement and instrument of payment not conforming to “CIM Income NAV, Inc.” or, alternatively, “CIM REIT” or “Xxxx REIT.” Checks the foregoing instructions shall be returned to such subscriber not later than the end of the second business day following receipt by Participating Dealer of such materials. Subscription Agreements and instruments of payment received by the Participating Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following proceduresmethods: (a) If the Dealer conducts its where, pursuant to Participating Dealer’s internal supervisory procedures procedures, internal supervisory review is conducted at the same location where subscription documents at which Subscription Agreements and checks instruments of payment are initially receivedreceived from subscribers, the Dealer shall conduct its suitability review then, by noon of the transaction next business day following receipt by Participating Dealer, Participating Dealer will transmit the Subscription Agreements and if the transaction is suitable and the paperwork is in good order forward the subscription documents instrument of payment to the Dealer Manager.Escrow Agent (as defined below) or, after the Company has received and accepted subscriptions for at least $2,000,000 in Primary Shares (the “Minimum Offering”), to the Company or to such other account or agent as directed by the Company; and (b) If the where, pursuant to Participating Dealer’s internal supervisory procedures are to be performed procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), the subscription documents then Subscription Agreements and check must instruments of payment will be transmitted by Participating Dealer to the Final Review Office by the end noon of the next business day following receipt by the Dealer of the subscription documents and checkParticipating Dealer. The Final Review Office willwill in turn, by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and instrument of payment to the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or to such other account or agent as directed by the Company. (c) Participating Dealer understands that the Company and/or the Dealer Manager reserves the unconditional right to reject any order for any or no reason. (d) Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, the Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Escrow Agent, until the Minimum Offering requirements are satisfied. The Participating Dealer shall furnish to the Escrow Agent with each delivery of instruments of payment a list of the subscription documents subscribers showing the name, address, tax identification number, state of residence, amount of Primary Shares subscribed for, and check, conduct its suitability review the amount of money paid. (e) Participating Dealer hereby agrees to be bound by the terms of the transaction Escrow Agreement, dated [·], 20[·] (the “Escrow Agreement”), by and if between UMB Bank, N.A., as escrow agent (the transaction is suitable “Escrow Agent”), and the paperwork is in good order forward the subscription documents to the Dealer ManagerCompany.

Appears in 2 contracts

Samples: Dealer Manager Agreement (NorthStar Real Estate Income II, Inc.), Dealer Manager Agreement (NorthStar Real Estate Income II, Inc.)

Submission of Orders. Those Each person desiring to purchase Shares in the Offering (and/or in the Follow-On Offering) will be required to complete and execute a Subscription Agreement in the form attached as an appendix to the Prospectus (and, in the event of the Follow-On Offering, the Follow-On Prospectus) and to deliver to Dealer such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) for the purchase price of the Shares, subject to any discounted purchase price per Share that may apply based upon the available discounts specified in the Prospectus (or, in the event of the Follow-On Offering, such amount per Share as set forth in the applicable Follow-On Prospectus). There shall be a minimum initial purchase by any one purchaser of $2,500 of Shares (except as otherwise indicated in the Prospectus, in any letter or memorandum from the Company to the Dealer Manager, or in the Follow-On Prospectus). Minimum subsequent purchases of Shares shall be $500 per transaction (except as otherwise indicated in the Follow-On Prospectus). Until such time as the Company has satisfied the Minimum Offering and released the proceeds from such subscriptions from the Escrow Account (or such greater amount as may be applicable in respect of any greater escrow in respect of subscribers from any state), those persons who purchase Shares shall will be instructed by the Dealer to make their checks payable to “CIM Income NAVUMB Bank, N.A., as escrow agent for NexPoint Multifamily Realty Trust, Inc.” oror a reasonable contraction or abbreviation thereof. Thereafter, alternatively, “CIM REIT” or “Xxxx REIT.” Checks received those persons who purchase Shares will be instructed by the Dealer that conform to the foregoing instructions shall be transmitted make their checks payable to “UMB Bank, N.A., as agent for deposit as set forth below. NexPoint Multifamily Realty Trust, Inc.” The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds of the subscriber’s checks and issue a check made payable in to the manner described above order of the Escrow Agent or the Company, as the case may be, for the aggregate amount of the subscription proceeds. Transmittal Subscription Agreements and instruments of payment not conforming to the foregoing instructions shall be returned directly to such subscriber not later than the end of the next business day following receipt by the Dealer of such materials. Subscription Agreements and instruments of payment received investor funds will by the Dealer which conform to the foregoing instructions shall be made in accordance with transmitted for deposit pursuant to one of the following proceduresmethods: (a) If Where, pursuant to the Dealer conducts its internal supervisory procedures of the Dealer, internal supervisory review is conducted at the same location where subscription documents at which Subscription Agreements and checks instruments of payment are initially receivedreceived from subscribers, then, by noon of the next business day following receipt by the Dealer, the Dealer shall conduct its suitability review will transmit the Subscription Agreements and instruments of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents payment to the Dealer Manager.Escrow Agent or, after the Minimum Offering has been obtained, to the Company or its designated agent; and (b) If Where, pursuant to the internal supervisory procedures are to be performed of the Dealer, final internal supervisory review is conducted at a different location (the “Final Review Office”), the subscription documents Subscription Agreements and check must instruments of payment will be transmitted by the Dealer to the Final Review Office by the end of the next business day following receipt thereof by the Dealer of the subscription documents and checkDealer. The Final Review Office will, will in turn by the end noon of the next business day following receipt thereof by the Final Review Office Office, transmit such Subscription Agreements and instruments of payment to the Escrow Agent or, after the Minimum Offering has been satisfied, to the Company or its designated agent. (c) Notwithstanding the foregoing, with respect to any Shares to be purchased by a custodial account, Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Escrow Agent or, after the Minimum Offering has been satisfied, to the Company or its designated agent. Dealer shall furnish to the Escrow Agent or, after the Minimum Offering has been satisfied, to the Company or its designated agent, with each delivery of instruments of payment a list of the subscription documents and checksubscribers showing the name, conduct its suitability review address, tax identification number, state of the transaction and if the transaction is suitable residence, amount of Shares subscribed for, and the paperwork is in good order forward the subscription documents to the Dealer Manageramount of money paid.

Appears in 2 contracts

Samples: Dealer Manager Agreement (Nexpoint Multifamily Realty Trust, Inc.), Dealer Manager Agreement (Nexpoint Multifamily Realty Trust, Inc.)

Submission of Orders. Those persons who Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Appendix to the Prospectus and to deliver to the Dealer Manager or Participating Dealer, as the case may be, such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) in the amount of $10 per Offered Share, or such discounted purchase price per Offered Share that may apply based upon the volume of Offered Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus. There shall make their checks payable be a minimum purchase by any one person of 100 Offered Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to “CIM Income NAV, Inc.” or, alternatively, “CIM REIT” the Dealer Manager). The Dealer Manager or “Xxxx REIT.” Checks any Participating Dealer receiving a Subscription Agreement and instrument of payment not conforming to the foregoing instructions shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the second business day following receipt by the Dealer Manager or Participating Dealer of such materials. Subscription Agreements and instruments of payment received by the Dealer that Manager or Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following proceduresmethods: (a) If where, pursuant to the Dealer conducts its internal supervisory procedures of the Dealer Manager or Participating Dealer, internal supervisory review is conducted at the same location where subscription documents at which Subscription Agreements and checks instruments of payment are initially receivedreceived from subscribers, then, by the end of the next business day following receipt by the Dealer Manager or Participating Dealer, the Dealer Manager or Participating Dealer will transmit the Subscription Agreements to the Escrow Agent and shall conduct its suitability review effect a wire transfer in immediately available federal funds from the Dealer Manager or the Participating Dealer to the Escrow Agent using the wire transfer instructions attached hereto as Exhibit C or such other wiring instructions as the Company may provide the Dealer Manager from time to time (the “Wire Transfer Instructions”) of the transaction and if subscribers’ subscription funds represented by the transaction is suitable and instructions of payment received by the paperwork is in good order forward Dealer Manager or Participating Dealer (it being understood that the Dealer Manger or Participating Dealer will transmit all subscription documents funds to the Escrow Agent by wire transfer regardless of the form of the instruction of payment received by the Dealer Manager.Manager Participating Dealer and that such wire transfer shall specify the subscriber(s) that it benefits); and (b) If where, pursuant to the internal supervisory procedures are to be performed of the Dealer Manager or Participating Dealer, final internal supervisory review is conducted at a different location (the “Final Review Office”), the subscription documents Subscription Agreements and check must instruments of payment will be transmitted by the Dealer Manager or Participating Dealer to the Final Review Office by the end of the next business day following receipt by the Dealer of the subscription documents and checkManager or Participating Dealer. The Final Review Office will, will in turn by the end of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements to the Escrow Agent and shall effect a wire transfer in immediately available federal funds from the Dealer Manager or Participating Dealer to the Escrow Agent using the Wire Transfer Instructions of the subscribers’ subscription documents and check, conduct its suitability review funds represented by the instructions of payment received by the Dealer Manager or Participating Dealer (it being understood that the Dealer Manager or Participating Dealer will transmit all subscription funds to the Escrow Agent by wire transfer regardless of the transaction form of the instruction of payment received by the Dealer Manager or Participating Dealer and if that such wire transfer shall specify the transaction is suitable subscriber(s) that it benefits). Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Dealer Manager or the Participating Dealer, as the case may be, shall cause the custodian of such account to deliver a completed Subscription Agreement for such account directly to the Escrow Agent and to effect a wire transfer of such account’s subscription funds in immediately available federal funds to the Escrow Agent using the Wire Transfer Instructions. The Dealer Manager or the Participating Dealer shall furnish to the Escrow Agent with each delivery of instruments of payment a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Offered Shares subscribed for, and the paperwork is in good order forward the subscription documents to the Dealer Manageramount of money paid.

Appears in 2 contracts

Samples: Dealer Manager Agreement (Paladin Realty Income Properties Inc), Dealer Manager Agreement (Paladin Realty Income Properties Inc)

Submission of Orders. Those The Dealer Manager, in its agreements with Dealers, shall require each Dealer to: (i) except as set forth below, instruct those persons who purchase Shares shall to make their checks payable to or wire transfer directed to CIM Income NAV[•], as Escrow Agent for Rodin Global Access Property Trust, Inc.” or”; (ii) after the Company meets the Minimum Offering requirement of $2,000,000, alternativelyinstruct subscribers to make their checks payable to or to send wire transfers for the account of “Rodin Global Access Property Trust, “CIM REIT” or “Xxxx REIT.” Checks Inc.;” (iii) return any check not conforming to the foregoing instructions directly to such subscriber not later than the end of the next business day following its receipt; provided that checks received by the Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following procedures:procedures in paragraphs (iv) through (vi) below; (aiv) If the Dealer conducts its where, pursuant to a Dealer’s internal supervisory procedures procedures, internal supervisory review is conducted at the same location where at which subscription documents and checks are initially receivedreceived from subscribers, transmit checks by the Dealer shall conduct its suitability review end of the transaction and if the transaction is suitable and the paperwork is in good order forward next business day following receipt of the subscription documents and the check by the Dealer to the Dealer Manager.escrow agent or, after the Minimum Offering has been achieved, to the Company or to such other account or agent as directed by the Company; (bv) If the where, pursuant to a Dealer’s internal supervisory procedures are to be performed procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), the transmit subscription documents and check must be transmitted checks to the Final Review Office by the end of the next business day following receipt by the Dealer of the subscription documents and checkcheck by the Dealer. The Final Review Office will, will transmit such subscription documents and checks by the end of the next business day following receipt by the Final Review Office of to the escrow agent or, after the Minimum Offering has been achieved, to the Company or to such other account or agent as directed by the Company; and (vi) deliver checks and completed subscription documents and check, conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents required to be sent to the Dealer Managerescrow agent pursuant to this Section 5(j) via overnight courier to [•], as Escrow Agent for Rodin Global Access Property Trust, Inc., Attention: [•].

Appears in 2 contracts

Samples: Dealer Manager Agreement (Rodin Global Access Property Trust, Inc.), Dealer Manager Agreement (Rodin Global Access Property Trust, Inc.)

Submission of Orders. Those The Dealer Manager, in its agreements with Dealers, shall require each Dealer to: (i) except as set forth below, instruct those persons who purchase Shares shall to make their checks payable to or wire transfer directed to CIM UMB Bank, N.A., as Escrow Agent for Rodin Income NAVTrust, Inc.” or”; (ii) after the Company meets the Minimum Offering requirement of $2,000,000, alternativelyinstruct subscribers to make their checks payable to or to send wire transfers for the account of “Rodin Income Trust, “CIM REIT” or “Xxxx REIT.” Checks Inc.”; (iii) return any check not conforming to the foregoing instructions directly to such subscriber not later than the end of the next business day following its receipt; provided that checks received by the Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following procedures:procedures in paragraphs (iv) through (vi) below; (aiv) If the Dealer conducts its where, pursuant to a Dealer’s internal supervisory procedures procedures, internal supervisory review is conducted at the same location where at which subscription documents and checks are initially receivedreceived from subscribers, transmit checks by the Dealer shall conduct its suitability review end of the transaction and if the transaction is suitable and the paperwork is in good order forward next business day following receipt of the subscription documents and the check by the Dealer to the Dealer Manager.escrow agent or, after the Minimum Offering has been achieved, to the Company or to such other account or agent as directed by the Company; (bv) If the where, pursuant to a Dealer’s internal supervisory procedures are to be performed procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), the transmit subscription documents and check must be transmitted checks to the Final Review Office by the end of the next business day following receipt by the Dealer of the subscription documents and checkcheck by the Dealer. The Final Review Office will, will transmit such subscription documents and checks by the end of the next business day following receipt by the Final Review Office of to the escrow agent or, after the Minimum Offering has been achieved, to the Company or to such other account or agent as directed by the Company; and (vi) deliver checks and completed subscription documents and check, conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents required to be sent to the Dealer Managerescrow agent pursuant to this Section 5(j) via overnight courier to UMB Bank, N.A., as Escrow Agent for Rodin Income Trust, Inc., Attention: [•].

Appears in 2 contracts

Samples: Dealer Manager Agreement (Rodin Income Trust, Inc.), Dealer Manager Agreement (Rodin Income Trust, Inc.)

Submission of Orders. Those The Dealer agrees, except as set forth below, to: (i) instruct those persons who purchase Shares shall to make their checks payable to “CIM Income NAV, or wire transfers for the account of Black Creek Industrial REIT IV Inc.” or, alternativelyin the applicable states, to CIM REITUMB Bank, N.A., as escrow agent for Black Creek Industrial REIT IV Inc.or until the respective higher minimum offering amount as specified in the Prospectus applicable to such states (the Xxxx REIT.” Checks Higher Minimum Offering”) has been achieved; (ii) return any check not conforming to the foregoing instructions directly to such subscriber not later than the end of the next business day following its receipt; provided that checks received by the Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following procedures:procedures in paragraphs (iii) through (v) below; (aiii) If the Dealer conducts its where, pursuant to Dealer’s internal supervisory procedures procedures, internal supervisory review is conducted at the same location where at which subscription documents and checks are initially receivedreceived from subscribers, transmit checks by the Dealer shall conduct its suitability review end of the transaction and if the transaction is suitable and the paperwork is in good order forward next business day following receipt of the subscription documents and the check by the Dealer to the Dealer Manager.Company or to such other account or agent as directed by the Company or, with respect to subscribers in the applicable states, to the escrow agent until the Higher Minimum Offering has been achieved; (biv) If the where, pursuant to Dealer’s internal supervisory procedures are to be performed procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), the transmit subscription documents and check must be transmitted checks to the Final Review Office by the end of the next business day following receipt by the Dealer of the subscription documents and checkcheck by the Dealer. The Final Review Office will, will transmit such subscription documents and checks by the end of the next business day following receipt by the Final Review Office to the Company or to such other account or agent as directed by the Company or, in the applicable states, to the escrow agent until the Higher Minimum Offering has been achieved; (v) deliver checks and completed subscription documents required to be sent to the Company via overnight courier to Black Creek Industrial REIT IV Inc., c/o DST Systems, Inc., 000 X. 0xx Xxxxxx, Xxxxx 000000, Xxxxxx Xxxx, Xxxxxxxx, 00000 and, in the applicable states, deliver checks and completed subscription documents required to be sent to the escrow agent via overnight courier to UMB Bank, N.A., as Escrow Agent for Black Creek Industrial REIT IV Inc., Attention: Xxxx Xxxxxxx, Corporate Trust, 1010 Grand Boulevard, 4th Floor, Mail Stop 1020409, Xxxxxx Xxxx, Xxxxxxxx 00000 until the Higher Minimum Offering has been achieved; and (vi) be bound by the terms of the subscription documents Amended and checkRestated Escrow Agreement executed as of July 1, conduct its suitability review of 2016, by UMB Bank, N.A., as Escrow Agent, the transaction and if the transaction is suitable Dealer Manager and the paperwork is in good order forward the subscription documents to the Dealer ManagerCompany.

Appears in 2 contracts

Samples: Selected Dealer Agreement (BLACK CREEK INDUSTRIAL REIT IV Inc.), Selected Dealer Agreement (BLACK CREEK INDUSTRIAL REIT IV Inc.)

Submission of Orders. Those Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Appendix to the Prospectus and to deliver to Participating Broker-Dealer such completed Subscription Agreement, together with a check, draft or wire (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. There shall be a minimum initial purchase by any one purchaser of $5,000 (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Corporation to the Dealer Manager). Additional purchases of Offered Shares shall be in increments of $500 per transaction, except for purchases made pursuant to the Corporation’s distribution reinvestment plan (the “DRP”), as described in the Prospectus. Any minimum purchase amount may be waived in the sole discretion of the Corporation. Prior to the Corporation raising gross offering proceeds of $2,500,000 (the “Minimum Offering”), persons who purchase Offered Shares shall make their checks Subscription Payments payable to “CIM Income NAVUMB Bank, Inc.” orN.A., alternatively, “CIM REIT” or “Xxxx REITas EA for ORCC II.” Checks Subsequent to the Corporation raising the Minimum Offering, persons who purchase Offered Shares shall make their Subscription Payments payable to “UMB Bank, N.A., as EA for ORCC II.” The Participating Broker-Dealer receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions or for a sale of Offered Shares not meeting the offering terms and conditions of the Prospectus, shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Participating Broker-Dealer of such materials. Subscription Agreements and Subscription Payments received by the Participating Broker-Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable methods described in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following procedures:this Section II. (a) If the Participating Broker-Dealer conducts its internal supervisory procedures review at the same location where subscription documents at which Subscription Agreements and checks Subscription Payments are initially receivedreceived from subscribers, then, by noon of the next business day following receipt by the Participating Broker-Dealer, the Participating Broker-Dealer shall conduct its suitability review of will transmit the transaction Subscription Agreements and if the transaction is suitable and the paperwork is in good order forward the subscription documents Subscription Payment for deposit to the Dealer ManagerUMB Bank, N.A. (the “Escrow Agent”), or after the Minimum Offering has been achieved, to the Corporation or its designated agent. (b) If the Participating Broker-Dealer conducts its internal supervisory procedures are to be performed review at a different location (the “Final Review Office”), the subscription documents Subscription Agreements and check must Subscription Payments will be transmitted by the Participating Broker-Dealer to the Final Review Office by the end noon of the next business day following receipt by the Dealer of the subscription documents and checkParticipating Broker-Dealer. The Final Review Office will, in turn, by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and Subscription Payment for deposit to the Escrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. Participating Broker-Dealer understands that the Corporation reserves the unconditional right to reject any order, in whole or in part, for any or no reason. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Participating Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account directly for deposit to the Escrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. The Participating Broker-Dealer shall furnish with each delivery of Subscription Payments a list of the subscription documents and checksubscribers showing the name, conduct its suitability review U.S. address, tax identification number, state of the transaction and if the transaction is suitable residence, dollar amount of Offered Shares subscribed for, and the paperwork is in good order forward the subscription documents to the Dealer Manageramount of money paid.

Appears in 2 contracts

Samples: Participating Broker Dealer Agreement (Owl Rock Capital Corp II), Participating Broker Dealer Agreement (Owl Rock Capital Corp II)

Submission of Orders. Those persons who Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription agreement (“Subscription Agreement”) in the form attached as an Appendix to the Prospectus and to deliver to Participating Dealer such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) in the initial amount of $25.00 per share, or such other purchase price per share that the Company’s Board of Directors may establish from time to time (subject to available discounts based upon the volume of shares purchased and for certain categories of purchasers, as specified in the Prospectus). There shall make their checks payable be a minimum initial purchase by any one purchaser of $2,500 in shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to “CIM Income NAV, Inc.” or, alternatively, “CIM REIT” or “Xxxx REIT.” Checks the Dealer Manager). Minimum subsequent purchases of shares shall be $500 per transaction. Any Subscription Agreement and instrument of payment not conforming to the foregoing instructions shall be returned to such subscriber not later than the end of the second business day following receipt by Participating Dealer of such materials. Subscription Agreements and instruments of payment received by the Participating Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following proceduresmethods: (a) If the Dealer conducts its where, pursuant to Participating Dealer’s internal supervisory procedures procedures, internal supervisory review is conducted at the same location where subscription documents at which Subscription Agreements and checks instruments of payment are initially receivedreceived from subscribers, the Dealer shall conduct its suitability review then, by noon of the transaction next business day following receipt by Participating Dealer, Participating Dealer will transmit the Subscription Agreements and if the transaction is suitable and the paperwork is in good order forward the subscription documents instrument of payment to the Dealer Manager.Escrow Agent (as defined below) or, after the Company has received and accepted subscriptions for at least $2,000,000 in Primary Shares (the “Minimum Offering”), to the Company or to such other account or agent as directed by the Company; and (b) If the where, pursuant to Participating Dealer’s internal supervisory procedures are to be performed procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), the subscription documents then Subscription Agreements and check must instruments of payment will be transmitted by Participating Dealer to the Final Review Office by the end noon of the next business day following receipt by the Dealer of the subscription documents and checkParticipating Dealer. The Final Review Office willwill in turn, by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and instrument of payment to the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or to such other account or agent as directed by the Company. (c) Participating Dealer understands that the Company and/or the Dealer Manager reserves the unconditional right to reject any order for any or no reason. (d) Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, the Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or to such other account agent as directed by the Company. The Participating Dealer shall furnish to the Escrow Agent with each delivery of instruments of payment a list of the subscription documents subscribers showing the name, address, tax identification number, state of residence, amount of Primary Shares subscribed for, and check, conduct its suitability review the amount of money paid. (e) Participating Dealer hereby agrees to be bound by the terms of the transaction Escrow Agreement, dated January 12, 2015 (the “Escrow Agreement”), by and if among UMB Bank, N.A., as escrow agent (the transaction is suitable “Escrow Agent”), and the paperwork is in good order forward the subscription documents to the Dealer ManagerCompany.

Appears in 2 contracts

Samples: Dealer Manager Agreement (Moody National REIT II, Inc.), Dealer Manager Agreement (Moody National REIT II, Inc.)

Submission of Orders. Those persons Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Appendix to the Prospectus and to deliver to Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft or wire (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Selected Dealer shall only offer to sell and accept completed Subscription Agreements and Subscription Payments for classes of Offered Shares that it is authorized to sell on Schedule 1 to this Agreement and in accordance with the offering terms and conditions as set forth in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $5,000 in Class D, Class M, Class T and Class T-C Offered Shares and of $1,000,000 for Class I Offered Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Additional purchases of Offered Shares shall be in increments of $500 per transaction, except for purchases made pursuant to the Company’s distribution reinvestment plan (“DRP”), as described in the Prospectus. Any minimum purchase amount may be waived in the discretion of the Company’s board or the Adviser. Persons who purchase Offered Shares shall make their checks payable to “CIM FS Credit Real Estate Income NAV, Inc.” or, alternatively, “CIM REIT” or “Xxxx REITTrust.” Checks Each person desiring to purchase Offered Shares in the Offering must submit subscriptions for a certain dollar amount, rather than a number of Offered Shares and, as a result, may receive fractional Offered Shares. Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. The Processing Broker-Dealer receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions or for a class of Offered Shares that such Processing Broker-Dealer is not authorized to sell on Schedule 1 of this Agreement, or for a sale of Offered Shares not meeting the offering terms and conditions of the Prospectus, shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and Subscription Payments received by the Processing Broker-Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth belowpursuant to one of the methods described in this Section II. The If Selected Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” to instruct instructs its customers to make its checks check for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s checks check and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal proceeds made payable to the order of received investor funds will be made in accordance with the following procedures:“FS Credit Real Estate Income Trust,” Selected Dealer represents that it is a “$250,000” broker dealer. (a) If the Processing Broker-Dealer conducts its internal supervisory procedures review at the same location where subscription documents at which Subscription Agreements and checks Subscription Payments are initially receivedreceived from subscribers, then, by noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer shall conduct its suitability review of will transmit the transaction Subscription Agreements and if the transaction is suitable and the paperwork is in good order forward the subscription documents Subscription Payment for deposit to the Dealer ManagerEscrow Agent, or after the Minimum Offering has been achieved, to the Company or its designated agent. (b) If the Processing Broker-Dealer conducts its internal supervisory procedures are to be performed review at a different location (the “Final Review Office”), the subscription documents Subscription Agreements and check must Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end noon of the next business day following receipt by the Dealer of the subscription documents and checkProcessing Broker-Dealer. The Final Review Office will, will in turn by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and Subscription Payment for deposit to the Escrow Agent, or after the Minimum Offering has been achieved, to the Company or its designated agent. Selected Dealer understands that the Company reserves the unconditional right to reject any order, in whole or in part, for any or no reason. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account directly to the Transfer Agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list of the subscription documents and checksubscribers showing the name, conduct its suitability review U.S. address, tax identification number, state of the transaction and if the transaction is suitable residence, amount of Offered Shares subscribed for, and the paperwork is in good order forward the subscription documents to the Dealer Manageramount of money paid.

Appears in 2 contracts

Samples: Dealer Manager Agreement (FS Credit Real Estate Income Trust, Inc.), Dealer Manager Agreement (FS Credit Real Estate Income Trust, Inc.)

Submission of Orders. Those Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Appendix to the Prospectus and to deliver to the Dealer Manager or Participating Dealer, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) in the amount of $10.00 per Share, or such discounted purchase price per Share that may apply based upon the available discounts specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of 250 Primary Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Primary Shares shall be $500 per transaction. Until such time as the Company has received and accepted subscriptions for at least 200,000 Offered Shares and released the proceeds from such subscriptions from escrow (or such greater amount as may be applicable in respect of any greater escrow in respect of subscribers from any state), those persons who purchase Offered Shares shall will be instructed by the Processing Broker-Dealer to make their checks payable to “CIM Income NAVUMB Bank, N.A., as Escrow Agent for Xxxxx National REIT I, Inc.” orThereafter, alternativelythose persons who purchase Offered Shares will be instructed by the Processing Broker-Dealer to make their checks payable to “Xxxxx National REIT I, “CIM REITInc.or “Xxxx REIT.” Checks The Processing Broker-Dealer receiving a Subscription Agreement and instrument of payment not conforming to the foregoing instructions shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and instruments of payment received by the Processing Broker-Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following proceduresmethods: (a) If where, pursuant to the Dealer conducts its internal supervisory procedures of the Processing Broker-Dealer, internal supervisory review is conducted at the same location where subscription documents at which Subscription Agreements and checks instruments of payment are initially receivedreceived from subscribers, then, by the end of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer shall conduct its suitability review will transmit the Subscription Agreements and instruments of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents payment to the Dealer Manager.Escrow Agent or, after the Minimum Offering has been obtained, to the Company or to such other account or agent as directed by the Company; and (b) If where, pursuant to the internal supervisory procedures are to be performed of the Processing Broker-Dealer, final internal supervisory review is conducted at a different location (the “Final Review Office”), the subscription documents Subscription Agreements and check must instruments of payment will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end of the next business day following receipt by the Dealer of the subscription documents and checkProcessing Broker-Dealer. The Final Review Office will, will in turn by the end of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and instruments of payment to the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or to such other account or agent as directed by the Company. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Escrow Agent. The Processing Broker-Dealer shall furnish to the Escrow Agent with each delivery of instruments of payment a list of the subscription documents and checksubscribers showing the name, conduct its suitability review address, tax identification number, state of the transaction and if the transaction is suitable residence, amount of Offered Shares subscribed for, and the paperwork is in good order forward the subscription documents to the Dealer Manageramount of money paid.

Appears in 2 contracts

Samples: Dealer Manager Agreement (Moody National REIT I, Inc.), Dealer Manager Agreement (Moody National REIT I, Inc.)

Submission of Orders. Those persons 13.1. Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Appendix to the Prospectus and to deliver to the Participating Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, subject to any discount that may apply based upon the volume of Offered Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus. Persons who purchase Offered Shares shall make their checks payable to “CIM TP Flexible Income NAVFund, Inc.” orThe Company will sell the Offered Shares on a continuous basis at prices and in accordance with the offering terms and conditions set forth in the Prospectus, alternativelysubject to any adjustment to ensure that Offered Shares are not sold at a price, after deduction of selling commissions and the Dealer Manager Fee, that is below net asset value per Offered Share. Each person desiring to purchase Offered Shares in the Offering must submit subscriptions for a certain dollar amount, rather than a number of Offered Shares and, as a result, may receive fractional Offered Shares. There shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Offered Shares shall be $500 per transaction. Persons who purchase Offered Shares shall make their checks payable to CIM REITTP Flexible Income Fund, Inc.or “Xxxx REIT.” Checks The Processing Broker-Dealer receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of five business days following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and Subscription Payments received by the Processing Broker-Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable methods described in the manner described above for the aggregate amount of the subscription proceedsthis Section 13. 13.2. Transmittal of received investor funds will be made in accordance with the following procedures: (a) If the Processing Broker-Dealer conducts its internal supervisory procedures review at the same location where subscription documents at which Subscription Agreements and checks Subscription Payments are initially receivedreceived from subscribers, then, by noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer shall conduct its suitability review of will transmit the transaction Subscription Agreements and if the transaction is suitable and the paperwork is in good order forward the subscription documents Subscription Payment for deposit to the Dealer ManagerCompany or its designated agent. (b) 13.3. If the Processing Broker-Dealer conducts its internal supervisory procedures are to be performed review at a different location (the “Final Review Office”), the subscription documents Subscription Agreements and check must Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end noon of the next business day following receipt by the Dealer of the subscription documents and checkProcessing Broker-Dealer. The Final Review Office will, will in turn by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and Subscription Payment for deposit to the Company or its designated agent. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account directly for deposit to the Company. The Processing Broker-Dealer shall furnish to the Company with each delivery of Subscription Payments a list of the subscription documents and checksubscribers showing the name, conduct its suitability review address, tax identification number, state of the transaction and if the transaction is suitable residence, amount of Offered Shares subscribed for, and the paperwork is in good amount of money paid. The Dealer Manager and the Participating Dealers understand and acknowledge that the Company reserves the unconditional right to reject any order forward the subscription documents to the Dealer Managerfor any reason.

Appears in 2 contracts

Samples: Dealer Manager Agreement (TP Flexible Income Fund, Inc.), Dealer Manager Agreement (TP Flexible Income Fund, Inc.)

Submission of Orders. Those persons (a) Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription agreement in the form attached as an appendix to the Prospectus (the “Subscription Agreement”) and to deliver to the Dealer Manager or Participating Dealer, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) in the amount of $10.00 per Share, subject to discounts for certain categories of purchasers as described above. There shall be a minimum initial purchase by any one purchaser of $2,500 of Primary Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Until such time as the Company has received and accepted subscriptions for at least $2,500,000 in Primary Shares (the “Minimum Offering”) and released the proceeds from such subscriptions from the Escrow Account (or such greater amount as may be applicable in respect of any greater escrow in respect of subscribers from any state), those purchasers who purchase Primary Shares shall will be instructed by the Processing Broker-Dealer to make their checks payable to “CIM Income NAVUMB Bank, N.A., as escrow agent for CM REIT, Inc.” orThereafter, alternativelythose persons who purchase Primary Shares will be instructed by the Processing Broker-Dealer to make their checks payable to “CM REIT, “CIM REIT” or “Xxxx REIT.” Checks Inc.” (b) The Processing Broker-Dealer receiving a Subscription Agreement and instrument of payment not conforming to the foregoing instructions shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and instruments of payment received by the Processing Broker-Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following proceduresmethods: (ai) If the Dealer conducts its internal supervisory procedures at the location where subscription documents and checks are initially receivedwhere, the Dealer shall conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents pursuant to the Dealer Manager. (b) If the internal supervisory procedures of the Processing Broker-Dealer, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, then, by noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and instruments of payment to be performed the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or to such other account or agent as directed by the Company; and (ii) where, pursuant to the internal supervisory procedures of the Processing Broker-Dealer, final internal supervisory review is conducted at a different location (the “Final Review Office”), the subscription documents Subscription Agreements and check must instruments of payment will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end noon of the next business day following receipt by the Dealer of the subscription documents and checkProcessing Broker-Dealer. The Final Review Office will, will in turn by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and instruments of payment to the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or to such other account or agent as directed by the Company. (c) Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Escrow Agent. The Processing Broker-Dealer shall furnish to the Escrow Agent with each delivery of instruments of payment a list of the subscription documents and checksubscribers showing the name, conduct its suitability review address, tax identification number, state of the transaction and if the transaction is suitable residence, amount of Offered Shares subscribed for, and the paperwork is in good order forward the subscription documents to the Dealer Manageramount of money paid.

Appears in 2 contracts

Samples: Dealer Manager Agreement (CM REIT, Inc.), Dealer Manager Agreement (CM REIT, Inc.)

Submission of Orders. Those persons who Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription agreement (“Subscription Agreement”) in the form attached as an Appendix to the Prospectus and to deliver to Participating Dealer such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) in the amount of $10.00 per Share, subject to discounts based upon the volume of shares purchased and for certain categories of purchasers as described in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $4,000 of Primary Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Primary Shares shall make their checks payable be $100 per transaction. Any Subscription Agreement and instrument of payment not conforming to “CIM Income NAV, Inc.” or, alternatively, “CIM REIT” or “Xxxx REIT.” Checks the foregoing instructions shall be returned to such subscriber not later than the end of the second business day following receipt by Participating Dealer of such materials. Subscription Agreements and instruments of payment received by the Participating Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following proceduresmethods: (a) If the Dealer conducts its where, pursuant to Participating Dealer’s internal supervisory procedures procedures, internal supervisory review is conducted at the same location where subscription documents at which Subscription Agreements and checks instruments of payment are initially receivedreceived from subscribers, the Dealer shall conduct its suitability review then, by noon of the transaction next business day following receipt by Participating Dealer, Participating Dealer will transmit the Subscription Agreements and if the transaction is suitable and the paperwork is in good order forward the subscription documents instrument of payment to the Dealer Manager.Escrow Agent (as defined below) or, after the Company has received and accepted subscriptions for at least $2,000,000 in Primary Shares (the “Minimum Offering”), to the Company or to such other account or agent as directed by the Company; and (b) If the where, pursuant to Participating Dealer’s internal supervisory procedures are to be performed procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), the subscription documents then Subscription Agreements and check must instruments of payment will be transmitted by Participating Dealer to the Final Review Office by the end noon of the next business day following receipt by the Dealer of the subscription documents and checkParticipating Dealer. The Final Review Office willwill in turn, by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and instrument of payment to the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or to such other account or agent as directed by the Company. (c) Participating Dealer understands that the Company and/or the Dealer Manager reserves the unconditional right to reject any order for any or no reason. (d) Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, the Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Escrow Agent. The Participating Dealer shall furnish to the Escrow Agent with each delivery of instruments of payment a list of the subscription documents subscribers showing the name, address, tax identification number, state of residence, amount of Primary Shares subscribed for, and check, conduct its suitability review the amount of money paid. (e) Participating Dealer hereby agrees to be bound by the terms of the transaction Escrow Agreement, dated , 2010 (the “Escrow Agreement”), by and if among Xxxxx Fargo Bank, National Association, as escrow agent (the transaction is suitable “Escrow Agent”), and the paperwork is in good order forward the subscription documents to the Dealer ManagerCompany.

Appears in 2 contracts

Samples: Dealer Manager Agreement (NorthStar Real Estate Income Trust, Inc.), Dealer Manager Agreement (NorthStar Real Estate Income Trust, Inc.)

Submission of Orders. Those persons 6.1 Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription agreement in the form attached as an appendix to the Prospectus and provided by the Company to the Dealer Manager and each Participating Broker-Dealer for use in connection with the Offering (the “Subscription Agreement”) and to deliver to the Dealer manager or the Participating Broker-Dealer, as the case may be (the “Processing Broker-Dealer”), such completed and executed Subscription Agreement together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Persons who purchase Primary Shares shall will be instructed by the Processing Broker-Dealer to make their checks instruments of payment payable to or for the benefit of CIM Income NAVProcaccianti Hotel REIT, Inc.” orIn accordance with state securities regulations, alternativelyno sale of Primary Shares shall be completed until at least five (5) business days after the date on which the subscriber receives a copy of the final Prospectus. 6.2 If the Processing Broker-Dealer receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, “CIM REIT” or “Xxxx REIT.” Checks the Processing Broker-Dealer shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and instruments of payment received by the Processing Broker-Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following proceduresmethods: (a) If where, pursuant to the Dealer conducts its internal supervisory procedures of the Processing Broker-Dealer, internal supervisory review is conducted at the same location where subscription documents at which Subscription Agreements and checks instruments of payment are initially receivedreceived from subscribers, then, by noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer shall conduct its suitability review will transmit the Subscription Agreements and instruments of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents payment to the Dealer Manager.Company or to such other account or agent as directed by the Company; and (b) If where, pursuant to the internal supervisory procedures are to be performed of the Participating Broker-Dealer, final internal supervisory review is conducted at a different location (the “Final Review Office”), the subscription documents Subscription Agreements and check must instruments of payment will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end noon of the next business day following receipt by the Dealer of the subscription documents and checkProcessing Broker-Dealer. The Final Review Office will, will in turn by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and instruments of payment to the Company or to such other account or agent as directed by the Company. 6.3 Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Company. 6.4 The Processing Broker-Dealer shall furnish to the Company, with each delivery of Subscription Agreements and instruments of payment, a list of the subscription documents purchasers showing the name, address, date of birth, tax identification number, state of residence and check, conduct its suitability review dollar amount of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents to the Dealer ManagerPrimary Shares purchased.

Appears in 2 contracts

Samples: Dealer Manager Agreement (Procaccianti Hotel Reit, Inc.), Dealer Manager Agreement (Procaccianti Hotel Reit, Inc.)

Submission of Orders. Those persons who Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription agreement (“Subscription Agreement”) in the form attached as an Appendix to the Prospectus and to deliver to Participating Dealer such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) in the initial amount of $15.00 per share, or such other purchase price per share that the Company’s Board of Directors may establish from time to time (subject to available discounts based upon the volume of shares purchased and for certain categories of purchasers, as specified in the Prospectus). There shall make their checks payable be a minimum initial purchase by any one purchaser of $5,000 in shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to “CIM Income NAV, Inc.” or, alternatively, “CIM REIT” or “Xxxx REIT.” Checks the Dealer Manager). Minimum subsequent purchases of shares shall be $100 per transaction. Any Subscription Agreement and instrument of payment not conforming to the foregoing instructions shall be returned to such subscriber not later than the end of the second business day following receipt by Participating Dealer of such materials. Subscription Agreements and instruments of payment received by the Participating Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following proceduresmethods: (a) If the Dealer conducts its where, pursuant to Participating Dealer’s internal supervisory procedures procedures, internal supervisory review is conducted at the same location where subscription documents at which Subscription Agreements and checks instruments of payment are initially receivedreceived from subscribers, the Dealer shall conduct its suitability review then, by noon of the transaction next business day following receipt by Participating Dealer, Participating Dealer will transmit the Subscription Agreements and if the transaction is suitable and the paperwork is in good order forward the subscription documents instrument of payment to the Dealer Manager.Company or to such other account or agent as directed by the Company; and (b) If the where, pursuant to Participating Dealer’s internal supervisory procedures are to be performed procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), the subscription documents then Subscription Agreements and check must instruments of payment will be transmitted by Participating Dealer to the Final Review Office by the end noon of the next business day following receipt by the Dealer of the subscription documents and checkParticipating Dealer. The Final Review Office willwill in turn, by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and instrument of the subscription documents and check, conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents payment to the Company or to such other account or agent as directed by the Company. (c) Participating Dealer Managerunderstands that the Company and/or the Dealer Manager reserves the unconditional right to reject any order for any or no reason. (d) Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, the Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Company or to such other account agent as directed by the Company.

Appears in 2 contracts

Samples: Dealer Manager Agreement (Steadfast Apartment REIT, Inc.), Dealer Manager Agreement (Steadfast Apartment REIT, Inc.)

Submission of Orders. Those persons who Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription agreement (“Subscription Agreement”) in the form attached as an Appendix to the Prospectus and to deliver to Participating Dealer such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) in the amount of $10.00 per Share, subject to discounts for certain categories of purchasers as described in the Prospectus. There shall make their checks payable be a minimum initial purchase by any one purchaser of $2,500 of Primary Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to “CIM Income NAV, Inc.” or, alternatively, “CIM REIT” or “Xxxx REIT.” Checks the Dealer Manager). Any Subscription Agreement and instrument of payment not conforming to the foregoing instructions shall be returned to such subscriber not later than the end of the second business day following receipt by Participating Dealer of such materials. Subscription Agreements and instruments of payment received by the Participating Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following proceduresmethods: (a) If the Dealer conducts its where, pursuant to Participating Dealer’s internal supervisory procedures procedures, internal supervisory review is conducted at the same location where subscription documents at which Subscription Agreements and checks instruments of payment are initially receivedreceived from subscribers, the Dealer shall conduct its suitability review then, by noon of the transaction next business day following receipt by Participating Dealer, Participating Dealer will transmit the Subscription Agreements and if the transaction is suitable and the paperwork is in good order forward the subscription documents instrument of payment to the Dealer Manager.Escrow Agent (as defined below) or, after the Company has received and accepted subscriptions for at least $2,500,000 in Primary Shares (the “Minimum Offering”), to the Company or to such other account or agent as directed by the Company; and (b) If the where, pursuant to Participating Dealer’s internal supervisory procedures are to be performed procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), the subscription documents then Subscription Agreements and check must instruments of payment will be transmitted by Participating Dealer to the Final Review Office by the end noon of the next business day following receipt by the Dealer of the subscription documents and checkParticipating Dealer. The Final Review Office willwill in turn, by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and instrument of payment to the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or to such other account or agent as directed by the Company. (c) Participating Dealer understands that the Company and/or the Dealer Manager reserves the unconditional right to reject any order for any or no reason. (d) Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, the Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Escrow Agent. The Participating Dealer shall furnish to the Escrow Agent with each delivery of instruments of payment a list of the subscription documents subscribers showing the name, address, tax identification number, state of residence, amount of Primary Shares subscribed for, and check, conduct its suitability review the amount of money paid. (e) Participating Dealer hereby agrees to be bound by the terms of the transaction Escrow Agreement, dated October 21, 2010 (the “Escrow Agreement”), by and if among UMB Bank, N.A. a national banking association, as escrow agent (the transaction is suitable “Escrow Agent”), the Dealer Manager and the paperwork is in good order forward the subscription documents to the Dealer ManagerCompany.

Appears in 2 contracts

Samples: Dealer Manager Agreement (CM REIT, Inc.), Dealer Manager Agreement (CM REIT, Inc.)

Submission of Orders. Those persons Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement for the Offering and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. Except as otherwise permitted by the Fund or permitted in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRP, as described in the Prospectus, and as otherwise permitted by the Fund. Investors who purchase Offered Shares shall make their checks payable to “CIM Income NAVFS Global Credit Opportunities Fund—T.” Each investor desiring to purchase Offered Shares in the Offering must submit subscriptions for a certain dollar amount, Inc.” orrather than a number of Offered Shares and, alternativelyas a result, “CIM REIT” or “Xxxx REIT.” Checks may receive fractional Offered Shares. The Processing Broker-Dealer receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and Subscription Payments received by the Processing Broker-Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth belowpursuant to one of the methods described in this Section II. The Dealer Manager may authorize Dealer, if If the Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize the Selected Dealer to instruct its customers to make its checks Subscription Payment for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s checks Subscription Payment and issue a check made payable in the manner described above make payment for the aggregate amount of the subscription proceedsproceeds made payable to “FS Global Credit Opportunities Fund—T.” The Selected Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated March 29, 2016 (the “Escrow Agreement”), by and among the Dealer Manager, UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Fund. Transmittal of received investor funds will be made in accordance with the following procedures: (a) If the Processing Broker-Dealer conducts its internal supervisory procedures review at the same location where subscription documents at which Subscription Agreements and checks Subscription Payments are initially receivedreceived from subscribers, then, by noon of the next business day following receipt thereof by the Processing Broker-Dealer, the Processing Broker-Dealer shall conduct its suitability review of will transmit the transaction Subscription Agreements and if the transaction is suitable and the paperwork is in good order forward the subscription documents Subscription Payments for deposit to the Dealer Manager. (b) Fund or its designated agent. If the Processing Broker-Dealer conducts its internal supervisory procedures are to be performed review at a different location than the location at which Subscription Agreements and Subscription Payments are received from subscribers (the “Final Review Office”), the subscription documents Subscription Agreements and check must Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end noon of the next business day following receipt thereof by the Dealer of the subscription documents and checkProcessing Broker-Dealer. The Final Review Office willwill in turn, by the end noon of the next business day following receipt thereof by the Final Review Office Office, transmit such Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. Selected Dealer understands that the Fund reserves the unconditional right to reject any order for any reason or no reason at all. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account directly to the Fund’s transfer agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list of the subscription documents and checkrelated subscribers showing for each subscriber his, conduct her or its suitability review name, address, social security number or tax identification number, as applicable, state of the transaction and if the transaction is suitable residence, amount of Offered Shares subscribed for and the paperwork is in good order forward the subscription documents to the Dealer Manageramount of money paid for such Offered Shares.

Appears in 2 contracts

Samples: Dealer Manager Agreement (FS Global Credit Opportunities Fund - T), Dealer Manager Agreement (FS Global Credit Opportunities Fund - T)

Submission of Orders. Those Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Appendix to the Prospectus and to deliver to Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft or wire (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares. There shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Corporation to the Dealer Manager). Additional purchases of Offered Shares shall be in increments of $500 per transaction, except for purchases made pursuant to the Corporation’s distribution reinvestment plan (“DRP”), as described in the Prospectus. Any minimum purchase amount may be waived in the sole discretion of the Corporation. Prior to the Corporation raising gross offering proceeds of $1,000,000 from persons not affiliated with the Corporation or the Adviser (the “Minimum Offering”), persons who purchase Offered Shares shall make their checks payable to “CIM Income NAVUMB Bank, Inc.” orN.A., alternatively, “CIM REIT” or “Xxxx REITas escrow agent for FS Investment Corporation IV.” Checks Subsequent to the Corporation raising the Minimum Offering, persons who purchase Offered Shares shall make their checks payable to “FS Investment Corporation IV.” Each person desiring to purchase Offered Shares in the Offering must submit subscriptions for a certain dollar amount, rather than a number of Offered Shares and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions or for a sale of Offered Shares not meeting the offering terms and conditions of the Prospectus, shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and Subscription Payments received by the Processing Broker-Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth belowpursuant to one of the methods described in this Section II. The If Selected Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” to instruct instructs its customers to make its checks check for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s checks check and issue a check made payable in the manner described above for the aggregate amount of the subscription proceedsproceeds made payable to the order of “FS Investment Corporation IV,” Selected Dealer represents that it is a “$250,000” broker dealer. Transmittal Selected Dealer hereby agrees to be bound by the terms of received investor funds will be made in accordance with the following procedures:Escrow Agreement, dated September 21, 2015 (the “Escrow Agreement”), by and among UMB Bank, N.A. (the “Escrow Agent”), the Dealer Manager and the Corporation. (a) If the Processing Broker-Dealer conducts its internal supervisory procedures review at the same location where subscription documents at which Subscription Agreements and checks Subscription Payments are initially receivedreceived from subscribers, then, by noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer shall conduct its suitability review of will transmit the transaction Subscription Agreements and if the transaction is suitable and the paperwork is in good order forward the subscription documents Subscription Payment for deposit to the Dealer ManagerEscrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. (b) If the Processing Broker-Dealer conducts its internal supervisory procedures are to be performed review at a different location (the “Final Review Office”), the subscription documents Subscription Agreements and check must Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end noon of the next business day following receipt by the Dealer of the subscription documents and checkProcessing Broker-Dealer. The Final Review Office will, will in turn by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and Subscription Payment for deposit to the Escrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. Selected Dealer understands that the Corporation reserves the unconditional right to reject any order, in whole or in part, for any or no reason. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account directly to the Transfer Agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list of the subscription documents and checksubscribers showing the name, conduct its suitability review U.S. address, tax identification number, state of the transaction and if the transaction is suitable residence, amount of Offered Shares subscribed for, and the paperwork is in good order forward the subscription documents to the Dealer Manageramount of money paid.

Appears in 2 contracts

Samples: Selected Dealer Agreement (FS Investment Corp IV), Selected Dealer Agreement (FS Investment Corp IV)

Submission of Orders. Those persons who purchase Shares shall make their checks payable, prior to the time the Company reaches the Minimum Offering, to “UMB Bank, N.A., Agent for Xxxx Office & Industrial REIT (CCIT II), Inc.” or a recognizable contraction or abbreviation thereof, including but not limited to “UMB Bank, N.A., f/b/o CCIT II” or, in the event that the purchase is made using Joint Subscription Agreement, “UMB Bank, N.A., Agent for Xxxx REIT” or a recognizable contraction or abbreviation thereof. After the Company reaches the Minimum Offering, checks should be made payable to “CIM Income NAVXxxx Office & Industrial REIT (CCIT II), Inc.” or, alternatively, “CIM REITCCIT IIor or, in the event that the purchase is made using a Joint Subscription Agreement, “Xxxx REIT.” Checks received by the Dealer that conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” ”, to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following procedures: (a) If the Dealer conducts its internal supervisory procedures at the location where subscription documents and checks are initially received, the Dealer shall conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward (i) the subscription documents to the Dealer ManagerManager and (ii) the checks to the Escrow Agent by the end of the next business day following receipt of the subscription documents and the check, prior to the completion of the Minimum Offering. After completion of the Minimum Offering, the Company may instruct the Dealer to forward paperwork in good order and the check directly to the Company. (b) If the internal supervisory procedures are to be performed at a different location (the “Final Review Office”), the subscription documents and check must be transmitted to the Final Review Office by the end of the next business day following receipt by the Dealer of the subscription documents and check. The Final Review Office will, by the end of the next business day following receipt by the Final Review Office of the subscription documents and check, conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward (i) the subscription documents to the Dealer ManagerManager and (ii) the checks to the Escrow Agent by the end of the next business day following receipt of the subscription documents and the check, prior to the completion of the Minimum Offering. After completion of the Minimum Offering, the Company may instruct the Dealer to forward paperwork in good order and the check directly to the Company.

Appears in 2 contracts

Samples: Dealer Manager Agreement (Cole Office & Industrial REIT (CCIT II), Inc.), Dealer Manager Agreement (Cole Office & Industrial REIT (CCIT II), Inc.)

Submission of Orders. Those (a) Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription agreement in the form attached as an appendix to the Prospectus (the “Subscription Agreement”) and to deliver to the Dealer Manager or Participating Dealer, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) in the amount of $10.00 per Share, or such discounted purchase price per Share that may apply based upon the available discounts specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $1,000 of Primary Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Primary Shares shall be $100 per transaction. Until such time as the Company has received and accepted subscriptions for at least $2,000,000 in Primary Shares (the “Minimum Offering”) and released the proceeds from such subscriptions from the Escrow Account (or such greater amount as may be applicable in respect of any greater escrow in respect of subscribers from any state), those persons who purchase Primary Shares shall will be instructed by the Processing Broker-Dealer to make their checks payable to “CIM Income NAVXxxxx Fargo Bank, NA, as Escrow Agent for TNP Strategic Retail Trust, Inc.” orThereafter, alternativelythose persons who purchase Primary Shares will be instructed by the Processing Broker-Dealer to make their checks payable to “TNP Strategic Retail Trust, “CIM REIT” or “Xxxx REIT.” Checks Inc.” (b) The Processing Broker-Dealer receiving a Subscription Agreement and instrument of payment not conforming to the foregoing instructions shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and instruments of payment received by the Processing Broker-Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following proceduresmethods: (ai) If the Dealer conducts its internal supervisory procedures at the location where subscription documents and checks are initially receivedwhere, the Dealer shall conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents pursuant to the Dealer Manager. (b) If the internal supervisory procedures of the Processing Broker-Dealer, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, then, by noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and instruments of payment to be performed the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or to such other account or agent as directed by the Company; and (ii) where, pursuant to the internal supervisory procedures of the Processing Broker-Dealer, final internal supervisory review is conducted at a different location (the “Final Review Office”), the subscription documents Subscription Agreements and check must instruments of payment will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end noon of the next business day following receipt by the Dealer of the subscription documents and checkProcessing Broker-Dealer. The Final Review Office will, will in turn by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and instruments of payment to the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or to such other account or agent as directed by the Company. (c) Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Escrow Agent. The Processing Broker-Dealer shall furnish to the Escrow Agent with each delivery of instruments of payment a list of the subscription documents and checksubscribers showing the name, conduct its suitability review address, tax identification number, state of the transaction and if the transaction is suitable residence, amount of Offered Shares subscribed for, and the paperwork is in good order forward the subscription documents to the Dealer Manageramount of money paid.

Appears in 2 contracts

Samples: Dealer Manager Agreement (TNP Strategic Retail Trust, Inc.), Dealer Manager Agreement (TNP Strategic Retail Trust, Inc.)

Submission of Orders. Those persons who The Managing Dealer will require in its agreements with each Broker that each Broker comply with the submission of orders procedures set forth in the form of Selected Intermediary Agreement attached as Exhibit “A” to this Agreement. To the extent the Managing Dealer is involved in the distribution process other than through a Broker, the Managing Dealer will comply with such submission of orders procedures, and will require each person desiring to purchase Shares shall make their checks payable in the Offering to complete and execute a subscription agreement in the form filed as an appendix to the Prospectus (a CIM Income NAVSubscription Agreement”) in the form provided by the Company to the Managing Dealer for use in connection with the Offering and to deliver to the Managing Dealer or as otherwise directed by the Managing Dealer such completed and executed Subscription Agreement together with a check or wire transfer (an “instrument of payment”) in the amount of such person’s purchase, Inc.” which must be at least the minimum purchase amount set forth in the Prospectus. Subscription Agreements and instruments of payment will be transmitted by the Managing Dealer to the escrow agent described in the Prospectus and Subscription Agreement for any Offering in which there is a minimum offering contingency described in the Prospectus (a “Minimum Offering”) that has not yet been satisfied or, alternativelyafter any such Minimum Offering is satisfied or if no such Minimum Offering is applicable to an Offering, “CIM REIT” or “Xxxx REIT.” Checks received to the Company, as soon as practicable, but in any event by the end of the second business day following receipt by the Managing Dealer. If the Managing Dealer that conform receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions shall be transmitted for deposit as set forth below. The in the form of Selected Intermediary Agreement, the Managing Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” to instruct its customers to make its checks for Shares subscribed for payable shall return such Subscription Agreement and instrument of payment directly to the Dealer, in which case the Dealer will collect the proceeds of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following procedures: (a) If the Dealer conducts its internal supervisory procedures at the location where subscription documents and checks are initially received, the Dealer shall conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents to the Dealer Manager. (b) If the internal supervisory procedures are to be performed at a different location (the “Final Review Office”), the subscription documents and check must be transmitted to the Final Review Office by such subscriber not later than the end of the next business day following receipt by the Dealer its receipt. Instruments of the subscription documents and check. The Final Review Office will, by the end payment of the next business day following receipt by the Final Review Office of the subscription documents and check, conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents rejected subscribers will be promptly returned to the Dealer Managersuch subscribers.

Appears in 2 contracts

Samples: Managing Dealer Agreement (Kennedy Lewis Capital Co), Managing Dealer Agreement (Kennedy Lewis Capital Co)

Submission of Orders. Those persons (a) Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription agreement in the form attached as an appendix to the Prospectus (the “Subscription Agreement”) and to deliver to the Dealer Manager or Participating Dealer, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) in the initial amount of $25.00 per Class A Share, $22.50 per Class R Share and $23.81 per Class T Share, or such other per share purchase price as the Company’s Board of Directors may establish from time to time (subject to available discounts based upon the volume of shares purchased and for certain categories of purchasers, as specified in the Prospectus). There shall be a minimum initial purchase by any one purchaser of $5,000 in Primary Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Primary Shares shall be $100 per transaction. Until such time as the Company has received and accepted subscriptions for at least $2,000,000 in Primary Shares (the “Minimum Offering”) and released the proceeds from such subscriptions from the Escrow Account (or such greater amount as may be applicable in respect of any greater escrow in respect of subscribers from any state), those purchasers who purchase Primary Shares shall will be instructed by the Processing Broker-Dealer to make their checks payable to “CIM Income NAVUMB Bank, N.A., as escrow agent for Steadfast Apartment REIT III, Inc.” orThereafter, alternativelythose persons who purchase Primary Shares will be instructed by the Processing Broker-Dealer to make their checks payable to “Steadfast Apartment REIT III, “CIM REIT” or “Xxxx REIT.” Checks Inc.” (b) The Processing Broker-Dealer receiving a Subscription Agreement and instrument of payment not conforming to the foregoing instructions shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and instruments of payment received by the Processing Broker-Dealer that conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following proceduresmethods: (ai) If the Dealer conducts its internal supervisory procedures at the location where subscription documents and checks are initially receivedwhere, the Dealer shall conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents pursuant to the Dealer Manager. (b) If the internal supervisory procedures of the Processing Broker-Dealer, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, then, by the end of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and instruments of payment to the Escrow Agent or, after the Minimum Offering has been obtained (or such greater amount as may be performed applicable in respect of any greater escrow in respect of subscribers from any state), to the Company or to such other account or agent as directed by the Company; and (ii) where, pursuant to the internal supervisory procedures of the Processing Broker-Dealer, final internal supervisory review is conducted at a different location (the “Final Review Office”), the subscription documents Subscription Agreements and check must instruments of payment will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end of the next business day following receipt by the Dealer of the subscription documents and checkProcessing Broker-Dealer. The Final Review Office will, will in turn by the end of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and instruments of payment to the Escrow Agent or, after the Minimum Offering has been obtained (or such greater amount as may be applicable in respect of any greater escrow in respect of subscribers from any state), to the Company or to such other account or agent as directed by the Company. (c) Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Escrow Agent. The Processing Broker-Dealer shall furnish to the Escrow Agent with each delivery of instruments of payment a list of the subscription documents and checksubscribers showing the name, conduct its suitability review address, tax identification number, state of the transaction and if the transaction is suitable residence, amount of Offered Shares subscribed for, and the paperwork is amount of money paid. (d) No compensation in good order forward connection with the subscription documents Offering may be paid to the Dealer Manager, Participating Dealers or their affiliates out of the proceeds of the Offering prior to the release of such proceeds from the Escrow Account. However, if any such payments are made from sources other than proceeds of the Offering, they shall be made only on the basis of bona fide transactions.

Appears in 2 contracts

Samples: Dealer Manager Agreement (Steadfast Apartment REIT III, Inc.), Dealer Manager Agreement (Steadfast Apartment REIT III, Inc.)

Submission of Orders. Those persons who purchase Shares shall will be instructed by the Dealer to make their checks payable to “CIM Income NAVPeople’s United Bank, as escrow agent for Plymouth Opportunity REIT, Inc.” or, alternativelyafter the Minimum Offering has been achieved, “CIM REIT” or “Xxxx REIT.” to the Company. The Dealer will return any check it receives not conforming to the foregoing instructions directly to such subscriber not later than the end of the next business day following its receipt. Checks received by the Dealer that conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealerpursuant to one of the following methods: Where, if Dealer is a “$250,000 broker-dealer,” to instruct its customers to make its checks for Shares subscribed for payable directly pursuant to the Dealer, in which case the Dealer will collect the proceeds of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following procedures: (a) If the Dealer conducts its internal supervisory procedures procedures, internal supervisory review is conducted at the same location where at which subscription documents and checks are initially receivedreceived from subscribers, the Dealer shall conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents to the Dealer Manager. (b) If the internal supervisory procedures are to be performed at a different location (the “Final Review Office”), the subscription documents and check must checks will be transmitted to the Final Review Office by the end of the next business day following receipt by the Dealer for deposit to an escrow agent for the Company or, after the Minimum Offering has been achieved, to the Company or its agent. Where, pursuant to the Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, checks will be transmitted by the end of the subscription documents and checknext business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will, will in turn by the end of the next business day following receipt by the Final Review Office of the subscription documents and check, conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents transmit such checks for deposit to the Dealer Managerescrow agent for the Company or, after the Minimum Offering has been achieved, to the Company or its agent.

Appears in 2 contracts

Samples: Dealer Manager Agreement (Plymouth Opportunity REIT Inc.), Dealer Manager Agreement (Plymouth Opportunity REIT Inc.)

Submission of Orders. Those persons (a) Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a subscription agreement in the form attached as an appendix to the Prospectus (the “Subscription Agreement”) and to deliver to the Dealer Manager or Participating Dealer, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) at a public offering price equal to the Fund’s NAV plus the applicable selling commissions and/or Dealer Manager Fees, or such other per share purchase price as the Fund’s Board of Directors may establish from time to time (subject to available discounts based upon the volume of shares purchased and for certain categories of purchasers, as specified in the Prospectus). In no event shall the aggregate selling commissions, Dealer Manager Fees and Distribution and Servicing Fees exceed 8.0% of the gross offering proceeds received in the Offering. There shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares; however, for qualified accounts the minimum initial purchase is $2,500 in Offered Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Fund to the Dealer Manager). Minimum subsequent purchases of Offered Shares shall be $100 per transaction. Persons who purchase Offered Shares shall will be instructed by the Processing Broker-Dealer to make their checks payable to “CIM Income NAV, Inc.” or, alternatively, “CIM REIT” or “Xxxx REITSteadfast Alcentra Global Credit Fund.” Checks ” (b) The Processing Broker-Dealer receiving a Subscription Agreement and instrument of payment not conforming to the foregoing instructions shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and instruments of payment received by the Processing Broker-Dealer that conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following proceduresmethods: (ai) If the Dealer conducts its internal supervisory procedures at the location where subscription documents and checks are initially receivedwhere, the Dealer shall conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents pursuant to the Dealer Manager. (b) If the internal supervisory procedures of the Processing Broker-Dealer, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, then, by noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and instruments of payment to be performed the Fund or to such other account or agent as directed by the Fund; and (ii) where, pursuant to the internal supervisory procedures of the Processing Broker-Dealer, final internal supervisory review is conducted at a different location (the “Final Review Office”), the subscription documents Subscription Agreements and check must instruments of payment will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end noon of the next business day following receipt by the Dealer of the subscription documents and checkProcessing Broker-Dealer. The Final Review Office will, will in turn by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and instruments of payment to the Fund or to such other account or agent as directed by the Fund. (c) Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Fund. The Processing Broker-Dealer shall furnish to the Fund or such other account agent as directed by the Fund with each delivery of instruments of payment a list of the subscription documents and checksubscribers showing the name, conduct its suitability review address, tax identification number, state of the transaction and if the transaction is suitable residence, amount of Offered Shares subscribed for, and the paperwork is in good order forward the subscription documents to the Dealer Manageramount of money paid.

Appears in 2 contracts

Samples: Dealer Manager Agreement (Stira Alcentra Global Credit Fund), Dealer Manager Agreement (Steadfast Alcentra Global Credit Fund)

Submission of Orders. Those persons who Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Appendix to the Prospectus and to deliver to Participating Dealer such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) in the amount of $10.00 per Share, or such discounted purchase price per Share that may apply based upon the available discounts specified in the Prospectus. There shall make their checks payable be a minimum initial purchase by any one purchaser of 200 Primary Shares. Any Subscription Agreement and instrument of payment not conforming to “CIM Income NAV, Inc.” or, alternatively, “CIM REIT” or “Xxxx REIT.” Checks the foregoing instructions shall promptly be returned to such subscriber following receipt by Participating Dealer of such materials. Subscription Agreements and instruments of payment received by the Participating Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following proceduresmethods: (a) If the Dealer conducts its where, pursuant to Participating Dealer’s internal supervisory procedures procedures, internal supervisory review is conducted at the same location where subscription documents at which Subscription Agreements and checks instruments of payment are initially receivedreceived from subscribers, the Dealer shall conduct its suitability review then, by noon of the transaction next business day following receipt by Participating Dealer, Participating Dealer will transmit the Subscription Agreements and if the transaction is suitable and the paperwork is in good order forward the subscription documents instrument of payment to the Dealer Manager.Escrow Agent (as defined below) or, after the Minimum Offering (as defined below) has been obtained, to the Company or to such other account or agent as directed by the Company; and (b) If the where, pursuant to Participating Dealer’s internal supervisory procedures are to be performed procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), the subscription documents ; then Subscription Agreements and check must instruments of payment will be transmitted by Participating Dealer to the Final Review Office by the end noon of the next business day following receipt by the Dealer of the subscription documents and checkParticipating Dealer. The Final Review Office willwill in turn, by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and instrument of payment to the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or to such other account or agent as directed by the Company. Participating Dealer understands that the Company reserves the unconditional right to reject any order for any or no reason. Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, the Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Escrow Agent. The Participating Dealer shall furnish to the Escrow Agent with each delivery of instruments of payment a list of the subscription documents subscribers showing the name, address, social security number or tax identification number, state of residence, amount of Primary Shares subscribed for, and check, conduct its suitability review the amount of money paid. Participating Dealer hereby agrees to be bound by the terms of the transaction Escrow Agreement, dated [___], 2010 (the “Escrow Agreement”), by and if among UMB Bank, N.A., as escrow agent (the transaction is suitable “Escrow Agent”), and the paperwork is in good order forward the subscription documents to the Dealer ManagerCompany.

Appears in 2 contracts

Samples: Dealer Manager Agreement (Green Realty Trust, Inc.), Dealer Manager Agreement (Green Realty Trust, Inc.)

Submission of Orders. Those persons who purchase Shares shall 2.1. Subject to Section 2.2, subscribers will be instructed to make their checks payable to “CIM Income NAVUMB Bank, N.A. as Escrow Agent for Resource Real Estate Opportunity REIT II, Inc.” or, alternativelyafter the Company raises $2,000,000.00 in the Offering from persons not affiliated with the Company or its advisor (the “Minimum Offering”), to CIM REITResource Real Estate Opportunity REIT II, Inc.,except with respect to Pennsylvania investors. Checks from Pennsylvania investors must be made payable to “UMB Bank, N.A. as Escrow Agent for Resource Real Estate Opportunity REIT II, Inc.” until $50,000,000.00 (or such other amount as set forth in the Prospectus) has been raised in the Offering from persons not affiliated with the Company or its advisor. Checks from Ohio investors must be made payable to Xxxx REIT.UMB Bank, N.A. as Escrow Agent for Resource Real Estate Opportunity REIT II, Inc.until $20,000,000.00 (or such other amount as set forth in the Prospectus) has been raised in the Offering from persons not affiliated with the Company or its advisor. Checks received by from New York investors must be made payable to “UMB Bank, N.A. as Escrow Agent for Resource Real Estate Opportunity REIT II, Inc.” until $2,500,000.00 (or such other amount as set forth in the Dealer that conform Prospectus) has been raised in the Offering from persons not affiliated with the Company or its advisor. Any Counterparty receiving a check not conforming to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” to instruct its customers to make its checks for Shares subscribed for payable will return such check directly to the Dealer, in which case the Dealer will collect the proceeds of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following procedures: (a) If the Dealer conducts its internal supervisory procedures at the location where subscription documents and checks are initially received, the Dealer shall conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents to the Dealer Manager. (b) If the internal supervisory procedures are to be performed at a different location (the “Final Review Office”), the subscription documents and check must be transmitted to the Final Review Office by such subscriber not later than the end of the next business day following receipt its receipt. Each Counterparty receiving a subscriber’s check that conforms to the foregoing instructions will deliver such check to the escrow agent, the Company or the Dealer Manager, or as otherwise directed by the Company or the Dealer Manager, as applicable, no later than the close of business of the first business day after receipt of the subscription documents and check. The Final Review Office will, by the end Counterparty. 2.2. Counterparty may utilize the custodial or administrative services of a third party that is not acting as an underwriter or participating broker-dealer in the offering of the next business day following receipt by the Final Review Office Shares (a “Third Party Administrator”). In such cases, instead of the Counterparty forwarding a subscription documents document and checkcheck from the subscriber, conduct the Third Party Administrator may aggregate funds collected from subscribers and transmit such funds to the Company or Dealer Manager and forward the related subscription documentation. Counterparty’s utilization of any such Third Party Administrator is conditioned on the Company and such Third Party Administrator entering into a prior written agreement, satisfactory to the Company in its suitability review sole discretion, addressing the procedures by which such funds and subscription documentation are transmitted to the Company or Dealer Manager. Utilization of the transaction and if services of a Third Party Administrator will not relieve the transaction is suitable and the paperwork is Counterparty of any of its obligations set forth in good order forward the subscription documents to the Dealer Managerthis Agreement.

Appears in 2 contracts

Samples: Dealer Manager Agreement (Resource Real Estate Opportunity REIT II, Inc.), Dealer Manager Agreement (Resource Real Estate Opportunity REIT II, Inc.)

Submission of Orders. Those persons who (a) Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription agreement in the form attached as an Appendix to the Prospectus (the “Subscription Agreement”) and to deliver to Participating Dealer such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) in the initial amount of $25.00 per Class A Share and $23.81 per Class T Share, or such other purchase price per share that the Company’s Board of Directors may establish from time to time (subject to available discounts based upon the volume of shares purchased and for certain categories of purchasers, as specified in the Prospectus). There shall make their checks payable be a minimum initial purchase by any one purchaser of $5,000 in shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to “CIM Income NAV, Inc.” or, alternatively, “CIM REIT” or “Xxxx REIT.” Checks the Dealer Manager). Minimum subsequent purchases of shares shall be $100 per transaction. Any Subscription Agreement and instrument of payment not conforming to the foregoing instructions shall be returned to such subscriber not later than the end of the second business day following receipt by Participating Dealer of such materials. Subscription Agreements and instruments of payment received by the Participating Dealer that conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following proceduresmethods: (ai) If the Dealer conducts its where, pursuant to Participating Dealer’s internal supervisory procedures procedures, internal supervisory review is conducted at the same location where subscription documents at which Subscription Agreements and checks instruments of payment are initially receivedreceived from subscribers, then, by the Dealer shall conduct its suitability review end of the transaction next business day following receipt by Participating Dealer, Participating Dealer will transmit the Subscription Agreements and if the transaction is suitable and the paperwork is in good order forward the subscription documents instrument of payment to the Dealer Manager.Escrow Agent (as defined below) or, after the Company has received and accepted subscriptions for at least $2,000,000 in Shares (the “Minimum Offering”) (or such greater amount as may be applicable in respect of any greater escrow in respect of subscribers from any state), to the Company or to such other account or agent as directed by the Company; and (bii) If the where, pursuant to Participating Dealer’s internal supervisory procedures are to be performed procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), the subscription documents then Subscription Agreements and check must instruments of payment will be transmitted by Participating Dealer to the Final Review Office by the end of the next business day following receipt by the Dealer of the subscription documents and checkParticipating Dealer. The Final Review Office willwill in turn, by the end of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and instrument of payment to the Escrow Agent or, after the Minimum Offering has been obtained (or such greater amount as may be applicable in respect of any greater escrow in respect of subscribers from any state), to the Company or to such other account or agent as directed by the Company. (b) Participating Dealer understands that the Company and/or the Dealer Manager reserves the unconditional right to reject any order for any or no reason. (c) Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, the Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or to such other account agent as directed by the Company. The Participating Dealer shall furnish to the Escrow Agent with each delivery of instruments of payment a list of the subscription documents subscribers showing the name, address, tax identification number, state of residence, amount of Primary Shares subscribed for, and check, conduct its suitability review the amount of money paid. (d) Participating Dealer hereby agrees to be bound by the terms of the transaction Escrow Agreement, dated January 28, 2016 (as amended, the “Escrow Agreement”), by and if among UMB Bank, N.A., as escrow agent (the transaction is suitable “Escrow Agent”), and the paperwork is in good order forward the subscription documents to the Dealer ManagerCompany.

Appears in 2 contracts

Samples: Dealer Manager Agreement (Steadfast Apartment REIT III, Inc.), Dealer Manager Agreement (Steadfast Apartment REIT III, Inc.)

Submission of Orders. Those (a) Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to you such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. You shall instruct any persons who purchase Shares shall to make their checks instruments of payment payable to or for the benefit of CIM Income NAVInPoint Commercial Real Estate Income, Inc.” or, alternatively, “CIM REIT” or “Xxxx REIT.” Checks Purchase orders that include (i) instruments of payment received by the Company at least two (2) business days prior to the first calendar day of the month and (ii) a completed and executed Subscription Agreement in good order received by the Company at least five (5) business days prior to the first calendar day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the month. Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. (b) If you receive a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, you shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments of payment received by you that conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable methods described in the manner described above for the aggregate amount of the subscription proceedsthis Section 3. Transmittal of received investor funds will be made in accordance with the following procedures: (ai) If Where, pursuant to the Dealer conducts its Selected Dealer’s internal supervisory procedures procedures, internal supervisory review is conducted at the same location where subscription documents at which Subscription Agreements and checks instruments of payment are initially receivedreceived from subscribers, the Dealer shall conduct its suitability review Subscription Agreements and instruments of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents to the Dealer Manager. (b) If the internal supervisory procedures are to be performed at a different location (the “Final Review Office”), the subscription documents and check must payment will be transmitted to the Final Review Office by the end of the next business day following receipt by the Selected Dealer for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company. (ii) Where, pursuant to the Selected Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the subscription documents and checknext business day following receipt by the Selected Dealer to the office of the Selected Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office willwill in turn, by the end of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and instruments of payment for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company. (c) All orders, whether initial or additional, are subject to acceptance by and shall only become effective upon confirmation by the Company, which reserves the right to reject any order. Orders not accompanied by a Subscription Agreement and the required payment for the Shares may be rejected. Issuance of the Shares will be made only after acceptance of the subscription documents from the Company and checkactual receipt by the Company of payment therefor. If any check is not paid upon presentment, conduct its suitability review of the transaction and or if the transaction Company is suitable and not in actual receipt of clearinghouse funds or cash, certified or cashier’s check or the paperwork is equivalent in good order forward payment for the subscription documents Shares, the Company reserves the right to cancel the Dealer Managersale without notice.

Appears in 2 contracts

Samples: Dealer Manager Agreement (InPoint Commercial Real Estate Income, Inc.), Dealer Manager Agreement (InPoint Commercial Real Estate Income, Inc.)

Submission of Orders. Those (a) Each person desiring to purchase Offered Units in the Offering will be required to complete and execute a subscription agreement in the form attached as an appendix to the Prospectus (the “Subscription Agreement”) and to deliver to the Dealer Manager or Participating Dealer, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check in U.S. dollars or by wire transfer of immediately available funds (hereinafter referred to as an “instrument of payment”) initially in the amount of $10.00 per Class A Unit, $9.576 per Class C Unit and $9.186 per Class I Unit subscribed for, or such discounted purchase price per Unit that may apply based upon the available discounts specified in the Prospectus; provided that if the Company adjusts the price per Primary Unit and the price per DRIP Unit, as described in the initial paragraph of this Agreement, the purchase price of each class of Offered Units will be adjusted accordingly. There shall be a minimum initial purchase by any one purchaser of $2,000 of Offered Units (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Offered Units shall be $500 per transaction, except for purchases made pursuant to the Company’s distribution reinvestment plan. Until such time as the Company has satisfied the Minimum Offering and released the proceeds from such subscriptions from the Escrow Account (or such greater amount as may be applicable in respect of any greater escrow in respect of subscribers from any state), those persons who purchase Shares shall Offered Units will be instructed by the Processing Broker-Dealer to make their checks payable to “CIM Income NAVUMB Bank, Inc.” orN.A., alternativelyas escrow agent for TriLinc Global Impact Fund, “CIM REIT” or “Xxxx REITLLC”.” Checks (b) The Processing Broker-Dealer receiving a Subscription Agreement and instrument of payment not conforming to the foregoing instructions shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than ten business days of receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and instruments of payment received by the Processing Broker-Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following proceduresmethods: (ai) If the Dealer conducts its internal supervisory procedures at the location where subscription documents and checks are initially receivedwhere, the Dealer shall conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents pursuant to the Dealer Manager. (b) If the internal supervisory procedures of the Processing Broker-Dealer, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, then, by noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and instruments of payment to be performed the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or to such other account or agent as directed by the Company; and (ii) where, pursuant to the internal supervisory procedures of the Processing Broker-Dealer, final internal supervisory review is conducted at a different location (the “Final Review Office”), the subscription documents Subscription Agreements and check must instruments of payment will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end of business of the next business day following receipt thereof by the Dealer of the subscription documents and checkProcessing Broker-Dealer. The Final Review Office will, will in turn by the end of business of the next business day following receipt thereof by the Final Review Office Office, transmit such Subscription Agreements and instruments of payment to the Escrow Agent or, after the Minimum Offering has been satisfied, to the Company or to such other account or agent as directed by the Company. (c) Notwithstanding the foregoing, with respect to any Offered Units to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Escrow Agent or, after the Minimum Offering has been satisfied, to the Company or its designated agent. The Processing Broker-Dealer shall furnish to the Escrow Agent or, after the Minimum Offering has been satisfied, to the Company or its designated agent with each delivery of instruments of payment a list of the subscription documents and checksubscribers showing the name, conduct its suitability review address, tax identification number, state of the transaction and if the transaction is suitable residence, amount of Offered Units subscribed for, and the paperwork is in good amount of money paid. (d) The Dealer Manager acknowledges and agrees that the Company reserves the unconditional right to reject any order forward the subscription documents to the Dealer Managerfor any reason.

Appears in 2 contracts

Samples: Dealer Manager Agreement (TriLinc Global Impact Fund LLC), Dealer Manager Agreement (TriLinc Global Impact Fund LLC)

Submission of Orders. Those Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Appendix to the Prospectus and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, subject to any discount that may apply based upon the volume of Offered Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the distribution reinvestment plan, as described in the Prospectus. Prior to the Company raising gross offering proceeds of $1,000,000 from persons not affiliated with the Company or the Adviser (the “Minimum Offering”), persons who purchase Offered Shares shall make their checks payable to “CIM UMB Bank, N.A., as escrow agent for VII Peaks-KBR Co-Optivist Income NAVBDC II, Inc.” orSubsequent to the Company raising the Minimum Offering, alternativelypersons who purchase Offered Shares shall make their checks payable to “VII Peaks-KBR Co-Optivist Income BDC II, “CIM REITInc.or “Xxxx REIT.” Checks Each person desiring to purchase Offered Shares in the Offering must submit subscriptions for a certain dollar amount, rather than a number of Offered Shares and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and Subscription Payments received by the Processing Broker-Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable methods described in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following procedures:this Section II. (a) If the Processing Broker-Dealer conducts its internal supervisory procedures review at the same location where subscription documents at which Subscription Agreements and checks Subscription Payments are initially receivedreceived from subscribers, then, by noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer shall conduct its suitability review of will transmit the transaction Subscription Agreements and if the transaction is suitable and the paperwork is in good order forward the subscription documents Subscription Payment for deposit to the Dealer ManagerEscrow Agent, or after the Minimum Offering has been achieved, to the Company’s transfer agent or other designated agent. (b) If the Processing Broker-Dealer conducts its internal supervisory procedures are to be performed review at a different location (the “Final Review Office”), the subscription documents Subscription Agreements and check must Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end noon of the next business day following receipt by the Dealer of the subscription documents and checkProcessing Broker-Dealer. The Final Review Office will, will in turn by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and Subscription Payment for deposit to the Escrow Agent, or after the Minimum Offering has been achieved, to the Company’s transfer agent or other designated agent. Selected Dealer understands that the Company reserves the unconditional right to reject any order for any or no reason. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account directly to the transfer agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list of the subscription documents and checksubscribers showing the name, conduct its suitability review address, tax identification number, state of the transaction and if the transaction is suitable residence, amount of Offered Shares subscribed for, and the paperwork is in good order forward the subscription documents to the Dealer Manageramount of money paid.

Appears in 2 contracts

Samples: Dealer Manager Agreement (VII Peaks-KBR Co-Optivist Income BDC II, Inc.), Dealer Manager Agreement (VII Peaks-KBR Co-Optivist Income BDC II, Inc.)

Submission of Orders. Those Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription agreement in the form attached as an appendix to the Prospectus (the “Subscription Agreement”) and to deliver to the Dealer Manager or Participating Dealer, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) in the amount of $10.00 per Share. The Company shall submit an electronic copy of each Subscription Agreement it receives to the Processing Broker-Dealer within twenty-four (24) hours of receipt thereof. Thereafter, Primary Shares will be offered and sold at a purchase price of $10.00 per Share, or such discounted purchase price per Share that may apply based upon the available discounts specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $2,500 of Primary Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Primary Shares shall be $2,500 per transaction. Until such time as the Company has received and accepted subscriptions for at least 250,000 Primary Shares (the “Minimum Offering”) and released the proceeds from such subscriptions from the Escrow Account (or such greater amount as may be applicable in respect of any greater escrow in respect of subscribers from any state), those persons who purchase Primary Shares shall will be instructed by the Processing Broker-Dealer to make their checks payable to “CIM Income NAVUMB Bank, N.A., as Escrow Agent for Bluerock Enhanced Multifamily Trust, Inc.” orThereafter, alternativelythose persons who purchase Primary Shares will be instructed by the Processing Broker-Dealer to make their checks payable to “Bluerock Enhanced Multifamily Trust, “CIM REITInc.or “Xxxx REIT.” Checks The Processing Broker-Dealer receiving a Subscription Agreement and instrument of payment not conforming to the foregoing instructions shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and instruments of payment received by the Processing Broker-Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following proceduresmethods: (a) If where, pursuant to the Dealer conducts its internal supervisory procedures of the Processing Broker-Dealer, internal supervisory review is conducted at the same location where subscription documents at which Subscription Agreements and checks instruments of payment are initially receivedreceived from subscribers, then, by noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer shall conduct its suitability review will transmit the Subscription Agreements and instruments of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents payment to the Dealer Manager.Escrow Agent or, after the Minimum Offering has been obtained, to the Company or to such other account or agent as directed by the Company; and (b) If where, pursuant to the internal supervisory procedures are to be performed of the Processing Broker-Dealer, final internal supervisory review is conducted at a different location (the “Final Review Office”), the subscription documents Subscription Agreements and check must instruments of payment will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end noon of the next business day following receipt by the Dealer of the subscription documents and checkProcessing Broker-Dealer. The Final Review Office will, will in turn by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and instruments of payment to the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or to such other account or agent as directed by the Company. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Escrow Agent. The Processing Broker-Dealer shall furnish to the Escrow Agent with each delivery of instruments of payment a list of the subscription documents and checksubscribers showing the name, conduct its suitability review address, tax identification number, state of the transaction and if the transaction is suitable residence, amount of Offered Shares subscribed for, and the paperwork is in good order forward the subscription documents to the Dealer Manageramount of money paid.

Appears in 2 contracts

Samples: Dealer Manager Agreement (Bluerock Enhanced Multifamily Trust, Inc.), Dealer Manager Agreement (Bluerock Enhanced Multifamily Trust, Inc.)

Submission of Orders. Those 13.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Appendix to the Prospectus and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, subject to any discount that may apply based upon the volume of Offered Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the distribution reinvestment plan, as described in the Prospectus. Prior to the Company meeting the Minimum Offering, persons who purchase Offered Shares shall make their checks payable to “CIM UMB Bank, N.A., as escrow agent for VII Peaks-KBR Co-Optivist Income NAVBDC II, Inc.” orSubsequent to the Company raising the Minimum Offering, alternativelypersons who purchase Offered Shares shall make their checks payable to “VII Peaks-KBR Co-Optivist Income BDC II, Inc.” After meeting the Minimum Offering described throughout the Prospectus, the Company will sell the Offered Shares on a continuous basis at a price of $10.00 per Offered Share, subject to any adjustment described or otherwise provided in the CIM REITPlan of Distributionor “Xxxx REIT.” Checks section of the Prospectus. Each person desiring to purchase Offered Shares in the Offering must submit subscriptions for a certain dollar amount, rather than a number of Offered Shares and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and Subscription Payments received by the Processing Broker-Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable methods described in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following procedures:this Section 13. (a) 13.2 If the Processing Broker-Dealer conducts its internal supervisory procedures review at the same location where subscription documents at which Subscription Agreements and checks Subscription Payments are initially receivedreceived from subscribers, then, by noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer shall conduct its suitability review of will transmit the transaction Subscription Agreements and if the transaction is suitable and the paperwork is in good order forward the subscription documents Subscription Payment for deposit to the Dealer ManagerEscrow Agent, or after the Minimum Offering has been achieved, to the Company’s transfer agent or other designated agent. (b) 13.3 If the Processing Broker-Dealer conducts its internal supervisory procedures are to be performed review at a different location (the “Final Review Office”), the subscription documents Subscription Agreements and check must Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end noon of the next business day following receipt by the Dealer of the subscription documents and checkProcessing Broker-Dealer. The Final Review Office will, will in turn by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and Subscription Payment for deposit to the Escrow Agent, or after the Minimum Offering has been achieved, to the Company’s transfer agent or other designated agent. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account directly for deposit to the Escrow Agent, or after the Minimum Offering has been achieved, to the Company’s transfer agent or other designated agent. The Processing Broker-Dealer shall furnish to the Escrow Agent, the Company’s transfer agent or other designated agent, as applicable, with each delivery of Subscription Payments a list of the subscription documents and checksubscribers showing the name, conduct its suitability review address, tax identification number, state of the transaction and if the transaction is suitable residence, amount of Offered Shares subscribed for, and the paperwork is in good order forward the subscription documents to the Dealer Manageramount of money paid.

Appears in 2 contracts

Samples: Dealer Manager Agreement (VII Peaks-KBR Co-Optivist Income BDC II, Inc.), Dealer Manager Agreement (VII Peaks-KBR Co-Optivist Income BDC II, Inc.)

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Submission of Orders. Those persons Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Appendix to the Prospectus and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, subject to any discount that may apply based upon the volume of Offered Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the distribution reinvestment plan, as described in the Prospectus. Persons who purchase Offered Shares shall make their checks payable to “CIM VII Peaks Co-Optivist Income NAVBDC II, Inc.” orEach person desiring to purchase Offered Shares in the Offering must submit subscriptions for a certain dollar amount, alternativelyrather than a number of Offered Shares and, “CIM REIT” or “Xxxx REIT.” Checks as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and Subscription Payments received by the Processing Broker-Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable methods described in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following procedures:this Section II. (a) If the Processing Broker-Dealer conducts its internal supervisory procedures review at the same location where subscription documents at which Subscription Agreements and checks Subscription Payments are initially receivedreceived from subscribers, then, by noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer shall conduct its suitability review of will transmit the transaction Subscription Agreements and if the transaction is suitable and the paperwork is in good order forward the subscription documents Subscription Payment for deposit to the Dealer ManagerCompany’s transfer agent or other designated agent. (b) If the Processing Broker-Dealer conducts its internal supervisory procedures are to be performed review at a different location (the “Final Review Office”), the subscription documents Subscription Agreements and check must Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end noon of the next business day following receipt by the Dealer of the subscription documents and checkProcessing Broker-Dealer. The Final Review Office will, will in turn by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and Subscription Payment for deposit to the Company’s transfer agent or other designated agent. Selected Dealer understands that the Company reserves the unconditional right to reject any order for any or no reason. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account directly to the transfer agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list of the subscription documents and checksubscribers showing the name, conduct its suitability review address, tax identification number, state of the transaction and if the transaction is suitable residence, amount of Offered Shares subscribed for, and the paperwork is in good order forward the subscription documents to the Dealer Manageramount of money paid.

Appears in 2 contracts

Samples: Dealer Manager Agreement (VII Peaks Co-Optivist Income BDC II, Inc.), Dealer Manager Agreement (VII Peaks-KBR Co-Optivist Income BDC II, Inc.)

Submission of Orders. Those persons who (a) Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a subscription agreement in the form attached as an Appendix to the Prospectus (the “Subscription Agreement”) and to deliver to Participating Dealer such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) at a public offering price equal to the Fund’s NAV plus the applicable selling commissions and/or Dealer Manager Fees, or such other per share purchase price as the Fund’s Board of Directors may establish from time to time (subject to available discounts based upon the volume of shares purchased and for certain categories of purchasers, as specified in the Prospectus). In no event shall the aggregate selling commissions, Dealer Manager Fees and Distribution and Servicing Fees (each as defined herein) exceed 8.0% of the gross offering proceeds received in the Offering. There shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares; however, for qualified accounts the minimum initial purchase is $2,500 in Offered Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Fund to the Dealer Manager). Minimum subsequent purchases of Offered Shares shall make their checks payable be $100 per transaction. Any Subscription Agreement and instrument of payment not conforming to “CIM Income NAV, Inc.” or, alternatively, “CIM REIT” or “Xxxx REIT.” Checks the foregoing instructions shall be returned to such subscriber not later than the end of the second business day following receipt by Participating Dealer of such materials. Subscription Agreements and instruments of payment received by the Participating Dealer that conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following proceduresmethods: (ai) If the Dealer conducts its where, pursuant to Participating Dealer’s internal supervisory procedures procedures, internal supervisory review is conducted at the same location where subscription documents at which Subscription Agreements and checks instruments of payment are initially receivedreceived from subscribers, the Dealer shall conduct its suitability review then, by noon of the transaction next business day following receipt by Participating Dealer, Participating Dealer will transmit the Subscription Agreements and if the transaction is suitable and the paperwork is in good order forward the subscription documents instrument of payment to the Dealer Manager.Fund or to such other account or agent as directed by the Fund; and (bii) If the where, pursuant to Participating Dealer’s internal supervisory procedures are to be performed procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), the subscription documents then Subscription Agreements and check must instruments of payment will be transmitted by Participating Dealer to the Final Review Office by the end noon of the next business day following receipt by the Dealer of the subscription documents and checkParticipating Dealer. The Final Review Office willwill in turn, by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and instrument of payment to the Fund or to such other account or agent as directed by the Fund. (b) Participating Dealer understands that the Fund and/or the Dealer Manager reserves the unconditional right to reject any order for any or no reason. (c) Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Fund or to such other account agent as directed by the Fund. The Participating Dealer shall furnish to the Fund or such other account agent as directed by the Fund with each delivery of instruments of payment a list of the subscription documents and checksubscribers showing the name, conduct its suitability review address, tax identification number, state of the transaction and if the transaction is suitable residence, amount of Offered Shares subscribed for, and the paperwork is in good order forward amount of money paid. (d) Those persons who purchase Offered Shares will be instructed by the subscription documents Processing Broker-Dealer to the Dealer Managermake their checks payable to “Steadfast Alcentra Global Credit Fund.

Appears in 2 contracts

Samples: Dealer Manager Agreement (Stira Alcentra Global Credit Fund), Dealer Manager Agreement (Steadfast Alcentra Global Credit Fund)

Submission of Orders. Those 13.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Appendix to the Prospectus and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, subject to any discount that may apply based upon the volume of Offered Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Fund to the Dealer Manager). Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the distribution reinvestment plan, as described in the Prospectus. Prior to the Fund meeting the Minimum Offering, persons who purchase Offered Shares shall make their checks payable to “CIM Income NAVUMB Bank, Inc.” orN.A., alternatively, “CIM REIT” or “Xxxx REITas escrow agent for FS Energy and Power Fund.” Checks Subsequent to the Fund raising the Minimum Offering, persons who purchase Offered Shares shall make their checks payable to “UMB Bank, N.A., as agent for FS Energy and Power Fund.” After meeting the Minimum Offering described throughout the Prospectus, the Fund will sell the Offered Shares on a continuous basis at a price of $10.00 per Offered Share, subject to any adjustment described or otherwise provided in the “Plan of Distribution” section of the Prospectus. Each person desiring to purchase Offered Shares in the Offering must submit subscriptions for a certain dollar amount, rather than a number of Offered Shares and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and Subscription Payments received by the Processing Broker-Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable methods described in the manner described above for the aggregate amount of the subscription proceedsthis Section 13. Transmittal of received investor funds will be made in accordance with the following procedures:. The Dealer Manager may authorize certain Selected Dealers that are “$250,000 broker-dealers” to instruct their customers to make their checks for Offered Shares subscribed for payable directly to the Selected Dealer. In such case, the Selected Dealer will collect the proceeds of the subscribers’ checks and issue a check or wire transfer for the aggregate amount of the subscription proceeds made payable (1) prior to the Fund raising the Minimum Offering, to “UMB Bank, N.A., as escrow agent for FS Energy and Power Fund” and (2) subsequent to the Fund raising the Minimum Offering, to “UMB Bank, N.A., as agent for FS Energy and Power Fund.” (a) 13.2 If the Processing Broker-Dealer conducts its internal supervisory procedures review at the same location where subscription documents at which Subscription Agreements and checks Subscription Payments are initially receivedreceived from subscribers, then, by noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer shall conduct its suitability review of will transmit the transaction Subscription Agreements and if the transaction is suitable and the paperwork is in good order forward the subscription documents Subscription Payment for deposit to the Dealer ManagerEscrow Agent, or after the Minimum Offering has been achieved, to the Fund or its designated agent. (b) 13.3 If the Processing Broker-Dealer conducts its internal supervisory procedures are to be performed review at a different location (the “Final Review Office”), the subscription documents Subscription Agreements and check must Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end noon of the next business day following receipt by the Dealer of the subscription documents and checkProcessing Broker-Dealer. The Final Review Office will, will in turn by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and Subscription Payment for deposit to the Escrow Agent, or after the Minimum Offering has been achieved, to the Fund or its designated agent. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account directly for deposit to the Escrow Agent, or after the Minimum Offering has been achieved, to the Fund or its designated agent. The Processing Broker-Dealer shall furnish to the Escrow Agent, the Fund or its designated agent, as applicable, with each delivery of Subscription Payments a list of the subscription documents and checksubscribers showing the name, conduct its suitability review address, tax identification number, state of the transaction and if the transaction is suitable residence, amount of Offered Shares subscribed for, and the paperwork is in good order forward the subscription documents to the Dealer Manageramount of money paid.

Appears in 2 contracts

Samples: Dealer Manager Agreement (FS Energy & Power Fund), Dealer Manager Agreement (FS Energy & Power Fund)

Submission of Orders. The submission of orders for the purchase of Shares shall proceed as follows: (a) Each person desiring to purchase Shares in the Offering will be required to complete and execute a subscription agreement in the form attached as an appendix to the Prospectus (the “Subscription Agreement”) and to deliver to the Dealer Manager or Participating Dealer, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) in the amount of the then-current offering price per Share as described above. There shall be a minimum initial purchase by any one purchaser of $4,000 Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Fund to the Dealer Manager). Minimum subsequent purchases of Shares shall be $500 per transaction. Those persons purchasers who purchase Shares shall will be instructed by the Processing Broker-Dealer to make their checks payable to “CIM NorthStar Corporate Income NAV, Inc.” or, alternatively, “CIM REIT” or “Xxxx REIT.” Checks Fund-T.” (b) The Processing Broker-Dealer receiving a Subscription Agreement and instrument of payment not conforming to the foregoing instructions shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and instruments of payment received by the Processing Broker-Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following proceduresmethods: (ai) If the Dealer conducts its internal supervisory procedures at the location where subscription documents and checks are initially receivedwhere, the Dealer shall conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents pursuant to the Dealer Manager. (b) If the internal supervisory procedures of the Processing Broker-Dealer, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, then, by noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and instruments of payment to be performed the Fund or to such other account or agent as directed by the Fund; and (ii) where, pursuant to the internal supervisory procedures of the Processing Broker-Dealer, final internal supervisory review is conducted at a different location (the “Final Review Office”), the subscription documents Subscription Agreements and check must instruments of payment will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end noon of the next business day following receipt by the Dealer of the subscription documents and checkProcessing Broker-Dealer. The Final Review Office will, will in turn by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and instruments of payment to the Fund or to such other account or agent as directed by the Fund. (c) Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Fund. The Processing Broker-Dealer shall furnish to the Fund with each delivery of instruments of payment a list of the subscription documents and checksubscribers showing the name, conduct its suitability review address, tax identification number, state of the transaction and if the transaction is suitable residence, amount of Offered Shares subscribed for, and the paperwork is in good order forward the subscription documents to the Dealer Manageramount of money paid.

Appears in 2 contracts

Samples: Dealer Manager Agreement (NorthStar Corporate Income Fund-T), Dealer Manager Agreement (NorthStar Corporate Income Fund-T)

Submission of Orders. Those persons 13.1. Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Appendix to the Prospectus and to deliver to the Participating Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, subject to any discount that may apply based upon the volume of Offered Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $10,000 in Offered Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Offered Shares shall be $500 per transaction. Persons who purchase Offered Shares shall make their checks payable to “CIM Income NAVTriton Pacific Investment Corporation, Inc.” orThe Company will sell the Offered Shares on a continuous basis at a price of $15.00 per Offered Share, alternativelysubject to any adjustment to ensure that Offered Shares are not sold at a price, “CIM REIT” or “Xxxx REIT.” Checks after deduction of selling commissions and the Dealer Manager Fee, that is below net asset value per Offered Share. Each person desiring to purchase Offered Shares in the Offering must submit subscriptions for a certain dollar amount, rather than a number of Offered Shares and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of five business days following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and Subscription Payments received by the Processing Broker-Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable methods described in the manner described above for the aggregate amount of the subscription proceedsthis Section 13. 13.2. Transmittal of received investor funds will be made in accordance with the following procedures: (a) If the Processing Broker-Dealer conducts its internal supervisory procedures review at the same location where subscription documents at which Subscription Agreements and checks Subscription Payments are initially receivedreceived from subscribers, then, by noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer shall conduct its suitability review of will transmit the transaction Subscription Agreements and if the transaction is suitable and the paperwork is in good order forward the subscription documents Subscription Payment for deposit to the Dealer ManagerCompany or its designated agent. (b) 13.3. If the Processing Broker-Dealer conducts its internal supervisory procedures are to be performed review at a different location (the “Final Review Office”), the subscription documents Subscription Agreements and check must Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end noon of the next business day following receipt by the Dealer of the subscription documents and checkProcessing Broker-Dealer. The Final Review Office will, will in turn by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and Subscription Payment for deposit to the Company or its designated agent. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account directly for deposit to the Company. The Processing Broker-Dealer shall furnish to the Company with each delivery of Subscription Payments a list of the subscription documents and checksubscribers showing the name, conduct its suitability review address, tax identification number, state of the transaction and if the transaction is suitable residence, amount of Offered Shares subscribed for, and the paperwork is in good amount of money paid. The Dealer Manager and the Participating Dealers understand and acknowledge that the Company reserves the unconditional right to reject any order forward the subscription documents to the Dealer Managerfor any reason.

Appears in 2 contracts

Samples: Dealer Manager Agreement (Triton Pacific Investment Corporation, Inc.), Dealer Manager Agreement (Triton Pacific Investment Corporation, Inc.)

Submission of Orders. Those 13.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Appendix to the Prospectus and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, subject to any discount that may apply based upon the volume of Offered Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Corporation to the Dealer Manager). Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the distribution reinvestment plan, as described in the Prospectus. Prior to the Corporation meeting the Minimum Offering, persons who purchase Offered Shares shall make their checks payable to “CIM Income NAVUMB Bank, Inc.” orN.A., alternatively, “CIM REIT” or “Xxxx REITas escrow agent for FS Investment Corporation II.” Checks Subsequent to the Corporation raising the Minimum Offering, persons who purchase Offered Shares shall make their checks payable to “UMB Bank, N.A., as agent for FS Investment Corporation II.” After meeting the Minimum Offering described throughout the Prospectus, the Corporation will sell the Offered Shares on a continuous basis at a price of $10.00 per Offered Share, subject to any adjustment described or otherwise provided in the “Plan of Distribution” section of the Prospectus. Each person desiring to purchase Offered Shares in the Offering must submit subscriptions for a certain dollar amount, rather than a number of Offered Shares and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and Subscription Payments received by the Processing Broker-Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable methods described in the manner described above for the aggregate amount of the subscription proceedsthis Section 13. Transmittal of received investor funds will be made in accordance with the following procedures:. The Dealer Manager may authorize certain Selected Dealers that are “$250,000 broker-dealers” to instruct their customers to make their checks for Offered Shares subscribed for payable directly to the Selected Dealer. In such case, the Selected Dealer will collect the proceeds of the subscribers’ checks and issue a check or wire transfer for the aggregate amount of the subscription proceeds made payable (1) prior to the Corporation raising the Minimum Offering, to “UMB Bank, N.A., as escrow agent for FS Investment Corporation II” and (2) subsequent to the Corporation raising the Minimum Offering, to “UMB Bank, N.A., as agent for FS Investment Corporation II.” (a) 13.2 If the Processing Broker-Dealer conducts its internal supervisory procedures review at the same location where subscription documents at which Subscription Agreements and checks Subscription Payments are initially receivedreceived from subscribers, then, by noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer shall conduct its suitability review of will transmit the transaction Subscription Agreements and if the transaction is suitable and the paperwork is in good order forward the subscription documents Subscription Payment for deposit to the Dealer ManagerEscrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. (b) 13.3 If the Processing Broker-Dealer conducts its internal supervisory procedures are to be performed review at a different location (the “Final Review Office”), the subscription documents Subscription Agreements and check must Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end noon of the next business day following receipt by the Dealer of the subscription documents and checkProcessing Broker-Dealer. The Final Review Office will, will in turn by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and Subscription Payment for deposit to the Escrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account directly for deposit to the Escrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. The Processing Broker-Dealer shall furnish to the Escrow Agent, the Corporation or its designated agent, as applicable, with each delivery of Subscription Payments a list of the subscription documents and checksubscribers showing the name, conduct its suitability review address, tax identification number, state of the transaction and if the transaction is suitable residence, amount of Offered Shares subscribed for, and the paperwork is in good order forward the subscription documents to the Dealer Manageramount of money paid.

Appears in 2 contracts

Samples: Dealer Manager Agreement (FS Investment Corp II), Dealer Manager Agreement (FS Investment Corp II)

Submission of Orders. Those persons who The Dealer Manager will require in its agreements with each Offering Participant that each Offering Participant, respectively, comply with the submission of orders procedures set forth in (i) the form of Participating Dealer Agreement attached as Exhibit “A” to this Agreement, or (ii) any Selected Institution Agreement. Although it is anticipated that the distribution process will be facilitated in large part through the Offering Participants, to the extent the Dealer Manager is involved in the distribution process other than through an Offering Participant, the Dealer Manager will comply with such submission of orders procedures, and will require each person desiring to purchase Shares shall make their checks payable in the Offering to complete and execute a subscription agreement in the form filed as an appendix to the Prospectus (a CIM Income NAV, Inc.” or, alternatively, “CIM REIT” Subscription Agreement”) in the form provided by the Company to the Dealer Manager for use in connection with the Offering and to deliver to the Dealer Manager or “Xxxx REIT.” Checks received as otherwise directed by the Dealer that conform Manager such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Subscription Agreements and instruments of payment will be transmitted by the Dealer Manager to the foregoing instructions shall be transmitted escrow agent described in the Prospectus and Subscription Agreement for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer any Offering in which there is a minimum offering contingency described in the Prospectus ($250,000 broker-dealer,” Minimum Offering”) that has not yet been satisfied or, after any such Minimum Offering is satisfied or if no such Minimum Offering is applicable to instruct its customers to make its checks for Shares subscribed for payable directly an Offering, to the DealerCompany, as soon as practicable, but in which case any event by the end of the second business day following receipt by the Dealer will collect the proceeds of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceedsManager. Transmittal of received investor funds will be made in accordance with the following procedures: (a) If the Dealer conducts its internal supervisory procedures at Manager receives a Subscription Agreement or instrument of payment not conforming to the location where subscription documents and checks are initially receivedinstructions set forth in the form of Participating Dealer Agreement, the Dealer Manager shall conduct its suitability review return such Subscription Agreement and instrument of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents payment directly to the Dealer Manager. (b) If the internal supervisory procedures are to be performed at a different location (the “Final Review Office”), the subscription documents and check must be transmitted to the Final Review Office by such subscriber not later than the end of the next business day following receipt by the Dealer its receipt. Instruments of the subscription documents and check. The Final Review Office will, by the end payment of the next business day following receipt by the Final Review Office of the subscription documents and check, conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents rejected subscribers will be promptly returned to the Dealer Managersuch subscribers.

Appears in 2 contracts

Samples: Dealer Manager Agreement (Nuveen Global Cities REIT, Inc.), Dealer Manager Agreement (Nuveen Global Cities REIT, Inc.)

Submission of Orders. Those persons who purchase Shares shall make their checks payable to “CIM Income NAV, Inc.” or, alternatively, “CIM REIT” or “Xxxx REIT.” Checks received by the Dealer that conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following procedures: (a) If Subject to certain individual state requirements as described in the Dealer conducts its internal supervisory procedures at the location where subscription documents Prospectus, Shares may be sold only to investors who initially purchase a minimum of 250 Shares for $2,500 or, unless prohibited by state law, a husband and checks are initially receivedwife may jointly contribute funds from their separate individual retirement accounts, the Dealer shall conduct its suitability review or IRAs, provided that each such contribution is made in increments of $500. With respect to Selected Dealer’s participation in any resales or transfers of the transaction Shares, Selected Dealer agrees to comply with any applicable requirements set forth in Section 2 and if to fulfill the transaction is suitable and obligations pursuant to Rule 2310 of the paperwork is in good order forward the subscription documents to the Dealer ManagerFINRA Rules of Conduct. (b) Until the minimum offering of $2,000,000 in Shares (the “Minimum Offering”) has been sold, payments for Shares shall be made by checks payable to “UMB Bank, N.A., Agent for Business Development Corporation of America II” During such time, Selected Dealer shall forward original checks together with an original Subscription Agreement, completed, executed and appropriately initialed by the subscriber as provided for in the Subscription Agreement, to UMB Bank, N.A. (the “Escrow Agent”) at the address provided in the Subscription Agreement. If the minimum amount has not been obtained prior to the termination date, the Escrow Agent shall, promptly following the termination date, but in no event more than 30 days after the termination date, refund to each investor by check funds deposited in the escrow account, or shall return the instruments of payment delivered to Escrow Agent if such instruments have not been processed for collection prior to such time, directly to each investor at the address provided in the list of investors. When Selected Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check were initially received by Selected Dealer from the subscriber, Selected Dealer shall transmit the Subscription Agreement and check to be performed the Escrow Agent by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to Selected Dealer’s internal supervisory procedures, Selected Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), Selected Dealer shall transmit the subscription documents check and check must be transmitted Subscription Agreement to the Final Review Office by the end of the next business day following Selected Dealer’s receipt by the Dealer of the subscription documents Subscription Agreement and check. The Final Review Office will, by the end of the next business day following its receipt by the Final Review Office of the subscription documents Subscription Agreement and check, conduct forward both the Subscription Agreement and check to the Escrow Agent. If any Subscription Agreement solicited by Selected Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within 10 business days from the date of rejection. Once the Minimum Offering has been sold, subject to any continuing escrow obligations imposed by certain states as described in the Prospectus, payments for Shares shall be made payable to “Business Development Corporation of America II” At such time, Selected Dealer shall forward original checks together with an original Subscription Agreement, executed and initialed by the subscriber as provided for in the Subscription Agreement, to Business Development Corporation of America II, c/o American National Stock Transfer, LLC, at the address provided in the Subscription Agreement. Notwithstanding the foregoing, in accordance with the applicable Exchange Act Rules and Regulations, if Selected Dealer has net capital of $250,000 or more it may instruct its suitability review customers to make their checks payable to Selected Dealer. In such case, Selected Dealer shall issue a check made payable to the Escrow Agent or the Company in accordance with the foregoing provisions of this Section 5(b), as applicable. (c) All orders, whether initial or additional, are subject to acceptance by, and shall become effective upon confirmation by, the Company or the Dealer Manager, each of which reserve the right to reject any order in their sole discretion for any or no reason. Orders not accompanied by the required instrument of payment for Shares may be rejected. Issuance and delivery of a Share will be made only after a sale of a Share is deemed by the Company to be completed in accordance with Section 3(e) of the transaction and if the transaction Dealer Manager Agreement. If an order is suitable and the paperwork is in good order forward the subscription documents rejected, cancelled or rescinded for any reason, then Selected Dealer will return to the Dealer ManagerManager any selling commissions or Dealer Manager Fees theretofore paid with respect to such order, and, if Selected Dealer fails to so return any such selling commissions, the Dealer Manager shall have the right to offset amounts owned against future commissions or Dealer Manager Fees due and otherwise payable to Selected Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

Appears in 2 contracts

Samples: Exclusive Dealer Manager Agreement (BUSINESS DEVELOPMENT Corp OF AMERICA II), Exclusive Dealer Manager Agreement (BUSINESS DEVELOPMENT Corp OF AMERICA II)

Submission of Orders. Those persons (a) Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription agreement in the form attached as an appendix to the Prospectus (the “Subscription Agreement”) and to deliver to the Dealer Manager or Participating Dealer, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) in the initial amount of $25.00 per share, or such other per share purchase price as the Company’s Board of Directors may establish from time to time (subject to available discounts based upon the volume of shares purchased and for certain categories of purchasers, as specified in the Prospectus). There shall be a minimum initial purchase by any one purchaser of $2,500 in Primary Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Primary Shares shall be $500 per transaction. Until such time as the Company has received and accepted subscriptions for at least $2,000,000 in Primary Shares (the “Minimum Offering”) and released the proceeds from such subscriptions from the Escrow Account (or such greater amount as may be applicable in respect of any greater escrow in respect of subscribers from any state), those purchasers who purchase Primary Shares shall will be instructed by the Processing Broker-Dealer to make their checks payable to “CIM Income NAVUMB Bank, N.A., as escrow agent for Mxxxx National REIT II, Inc.” orThereafter, alternativelythose persons who purchase Primary Shares will be instructed by the Processing Broker-Dealer to make their checks payable to “Mxxxx National REIT II, “CIM REIT” or “Xxxx REIT.” Checks Inc.” (b) The Processing Broker-Dealer receiving a Subscription Agreement and instrument of payment not conforming to the foregoing instructions shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and instruments of payment received by the Processing Broker-Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following proceduresmethods: (ai) If the Dealer conducts its internal supervisory procedures at the location where subscription documents and checks are initially receivedwhere, the Dealer shall conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents pursuant to the Dealer Manager. (b) If the internal supervisory procedures of the Processing Broker-Dealer, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, then, by noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and instruments of payment to be performed the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or to such other account or agent as directed by the Company; and (ii) where, pursuant to the internal supervisory procedures of the Processing Broker-Dealer, final internal supervisory review is conducted at a different location (the “Final Review Office”), the subscription documents Subscription Agreements and check must instruments of payment will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end noon of the next business day following receipt by the Dealer of the subscription documents and checkProcessing Broker-Dealer. The Final Review Office will, will in turn by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and instruments of payment to the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or to such other account or agent as directed by the Company. (c) Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or to such other account agent as directed by the Company. The Processing Broker-Dealer shall furnish to the Escrow Agent with each delivery of instruments of payment a list of the subscription documents and checksubscribers showing the name, conduct its suitability review address, tax identification number, state of the transaction and if the transaction is suitable residence, amount of Offered Shares subscribed for, and the paperwork is amount of money paid. (d) No compensation in good order forward connection with the subscription documents Offering may be paid to the Dealer Manager, Participating Dealers or their affiliates out of the proceeds of the Offering prior to the release of such proceeds from escrow. However, if any such payments are made from sources other than proceeds of the Offering, they shall be made only on the basis of bona fide transactions.

Appears in 2 contracts

Samples: Dealer Manager Agreement (Moody National REIT II, Inc.), Dealer Manager Agreement (Moody National REIT II, Inc.)

Submission of Orders. Those persons 13.1. Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Appendix to the Prospectus and to deliver to the Participating Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, subject to any discount that may apply based upon the volume of Offered Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus. Persons who purchase Offered Shares shall make their checks payable to “CIM Income NAVTriton Pacific Investment Corporation, Inc.” orThe Company will sell the Offered Shares on a continuous basis at prices and in accordance with the offering terms and conditions set forth in the Prospectus, alternativelysubject to any adjustment to ensure that Offered Shares are not sold at a price, after deduction of selling commissions and the Dealer Manager Fee, that is below net asset value per Offered Share. Each person desiring to purchase Offered Shares in the Offering must submit subscriptions for a certain dollar amount, rather than a number of Offered Shares and, as a result, may receive fractional Offered Shares. There shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Offered Shares shall be $500 per transaction. Persons who purchase Offered Shares shall make their checks payable to CIM REITTriton Pacific Investment Corporation, Inc.or “Xxxx REIT.” Checks The Processing Broker-Dealer receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of five business days following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and Subscription Payments received by the Processing Broker-Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable methods described in the manner described above for the aggregate amount of the subscription proceedsthis Section 13. 13.2. Transmittal of received investor funds will be made in accordance with the following procedures: (a) If the Processing Broker-Dealer conducts its internal supervisory procedures review at the same location where subscription documents at which Subscription Agreements and checks Subscription Payments are initially receivedreceived from subscribers, then, by noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer shall conduct its suitability review of will transmit the transaction Subscription Agreements and if the transaction is suitable and the paperwork is in good order forward the subscription documents Subscription Payment for deposit to the Dealer ManagerCompany or its designated agent. (b) 13.3. If the Processing Broker-Dealer conducts its internal supervisory procedures are to be performed review at a different location (the “Final Review Office”), the subscription documents Subscription Agreements and check must Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end noon of the next business day following receipt by the Dealer of the subscription documents and checkProcessing Broker-Dealer. The Final Review Office will, will in turn by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and Subscription Payment for deposit to the Company or its designated agent. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account directly for deposit to the Company. The Processing Broker-Dealer shall furnish to the Company with each delivery of Subscription Payments a list of the subscription documents and checksubscribers showing the name, conduct its suitability review address, tax identification number, state of the transaction and if the transaction is suitable residence, amount of Offered Shares subscribed for, and the paperwork is in good amount of money paid. The Dealer Manager and the Participating Dealers understand and acknowledge that the Company reserves the unconditional right to reject any order forward the subscription documents to the Dealer Managerfor any reason.

Appears in 2 contracts

Samples: Dealer Manager Agreement (Triton Pacific Investment Corporation, Inc.), Dealer Manager Agreement (Triton Pacific Investment Corporation, Inc.)

Submission of Orders. Those persons Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute an Investor Application and to deliver to Participating Broker-Dealer such completed Investor Application, together with a check, draft or wire (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, except for accounts opened or maintained pursuant to the networking system of the National Securities Clearing Corporation (“NSCC”), to the extent applicable. Accounts opened or maintained pursuant to the networking system of NSCC will be governed by applicable NSCC rules and procedures, and any agreement or other arrangement with the Dealer Manager relating to networking. There shall be a minimum initial purchase by any one purchaser of $2,500 (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Fund to the Dealer Manager). Additional purchases of Offered Shares shall be in increments of $500 per transaction, except for purchases made pursuant to the Fund’s distribution reinvestment plan (the “DRIP”), as described in the Prospectus. Any minimum purchase amount may be waived in the sole discretion of the Fund. Persons who purchase Offered Shares shall make their checks Subscription Payments payable to “CIM UMB Bank, N.A., as EA for Eagle Point Institutional Income NAV, Inc.” or, alternatively, “CIM REIT” or “Xxxx REITFund.” Checks The Participating Broker-Dealer receiving an Investor Application and Subscription Payment not conforming to the foregoing instructions or for a sale of Offered Shares not meeting the offering terms and conditions of the Prospectus, shall return such Investor Application and Subscription Payment to such subscriber not later than the end of the second business day following receipt by the Participating Broker-Dealer of such materials. Investor Applications and Subscription Payments received by the Participating Broker-Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable methods described in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following procedures:this Section II. (a) If the Participating Broker-Dealer conducts its internal supervisory procedures review at the same location where subscription documents at which Investor Applications and checks Subscription Payments are initially receivedreceived from subscribers, then, by noon of the next business day following receipt by the Participating Broker-Dealer, the Participating Broker-Dealer shall conduct its suitability review of will transmit the transaction Investor Applications and if the transaction is suitable and the paperwork is in good order forward the subscription documents Subscription Payment for deposit to the Dealer ManagerFund or its designated escrow agent. (b) If the Participating Broker-Dealer conducts its internal supervisory procedures are to be performed review at a different location (the “Final Review Office”), the subscription documents Investor Applications and check must Subscription Payments will be transmitted by the Participating Broker-Dealer to the Final Review Office by the end noon of the next business day following receipt by the Dealer of the subscription documents and checkParticipating Broker-Dealer. The Final Review Office will, in turn, by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Investor Applications and Subscription Payment for deposit to the Fund or its designated escrow agent. Participating Broker-Dealer understands that the Fund reserves the unconditional right to reject any order, in whole or in part, for any or no reason. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Participating Broker-Dealer shall cause the custodian of such account to deliver a completed Investor Application and Subscription Payment for such account directly for deposit to the Fund or its designated escrow agent. The Participating Broker-Dealer shall furnish with each delivery of Subscription Payments a list of the subscription documents and checksubscribers showing the name, conduct its suitability review U.S. address, tax identification number, state of the transaction and if the transaction is suitable residence, dollar amount of Offered Shares subscribed for, and the paperwork is in good order forward the subscription documents to the Dealer Manageramount of money paid.

Appears in 2 contracts

Samples: Dealer Manager Agreement (Eagle Point Institutional Income Fund), Dealer Manager Agreement (Eagle Point Institutional Income Fund)

Submission of Orders. Those The Dealer agrees to: (i) instruct those persons who purchase Shares shall to make their checks payable to “CIM Income NAV, or wire transfers for the account of Black Creek Industrial REIT IV Inc.” or, alternatively, “CIM REIT” or “Xxxx REIT.” Checks ”; (ii) return any check not conforming to the foregoing instructions directly to such subscriber not later than the end of the next business day following its receipt; provided that checks received by the Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following procedures:procedures in paragraphs (iii) through (v) below; (aiii) If the Dealer conducts its where, pursuant to Dealer’s internal supervisory procedures procedures, internal supervisory review is conducted at the same location where at which subscription documents and checks are initially receivedreceived from subscribers, transmit checks by the Dealer shall conduct its suitability review end of the transaction and if the transaction is suitable and the paperwork is in good order forward next business day following receipt of the subscription documents and the check by the Dealer to the Dealer Manager.Company or to such other account or agent as directed by the Company; (biv) If the where, pursuant to Dealer’s internal supervisory procedures are to be performed procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), the transmit subscription documents and check must be transmitted checks to the Final Review Office by the end of the next business day following receipt by the Dealer of the subscription documents and checkcheck by the Dealer. The Final Review Office will, will transmit such subscription documents and checks by the end of the next business day following receipt by the Final Review Office of to the Company or to such other account or agent as directed by the Company; and (v) deliver checks and completed subscription documents and check, conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents required to be sent to the Dealer ManagerCompany via overnight courier to Black Creek Industrial REIT IV Inc., c/o DST Systems, Inc., 000 X. 0xx Xxxxxx, Xxxxx 000000, Xxxxxx Xxxx, Xxxxxxxx, 00000.

Appears in 2 contracts

Samples: Dealer Manager Agreement (BLACK CREEK INDUSTRIAL REIT IV Inc.), Selected Dealer Agreement (BLACK CREEK INDUSTRIAL REIT IV Inc.)

Submission of Orders. Those persons (a) Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription agreement in the form attached as an appendix to the Prospectus (the “Subscription Agreement”) and to deliver to the Dealer Manager or Participating Dealer, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) in the amount of $10.00 per Share, subject to discounts based upon the volume of shares purchased and for certain categories of purchasers as described above. There shall be a minimum initial purchase by any one purchaser of $4,000 of Primary Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Primary Shares shall be $100 per transaction. Until such time as the Company has received and accepted subscriptions for at least $2,000,000 in Primary Shares (the “Minimum Offering”) and released the proceeds from such subscriptions from the Escrow Account (or such greater amount as may be applicable in respect of any greater escrow in respect of subscribers from any state), those purchasers who purchase Primary Shares shall will be instructed by the Processing Broker-Dealer to make their checks payable to “CIM Xxxxx Fargo Bank, National Association, as agent for NorthStar Real Estate Income NAVTrust, Inc.” oror “Xxxxx Fargo Bank, alternativelyNational Association, as agent for NSREIT.” Thereafter, those persons who purchase Primary Shares will be instructed by the Processing Broker-Dealer to make their checks payable to CIM REITNorthStar Real Estate Income Trust, Inc.” or “Xxxx REITNSREIT.” Checks ” (b) The Processing Broker-Dealer receiving a Subscription Agreement and instrument of payment not conforming to the foregoing instructions shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and instruments of payment received by the Processing Broker-Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following proceduresmethods: (ai) If the Dealer conducts its internal supervisory procedures at the location where subscription documents and checks are initially receivedwhere, the Dealer shall conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents pursuant to the Dealer Manager. (b) If the internal supervisory procedures of the Processing Broker-Dealer, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, then, by noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and instruments of payment to be performed the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or to such other account or agent as directed by the Company; and (ii) where, pursuant to the internal supervisory procedures of the Processing Broker-Dealer, final internal supervisory review is conducted at a different location (the “Final Review Office”), the subscription documents Subscription Agreements and check must instruments of payment will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end noon of the next business day following receipt by the Dealer of the subscription documents and checkProcessing Broker-Dealer. The Final Review Office will, will in turn by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and instruments of the subscription documents and check, conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents payment to the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or to such other account or agent as directed by the Company. (c) Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer Manager.shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to

Appears in 2 contracts

Samples: Dealer Manager Agreement (NorthStar Real Estate Income Trust, Inc.), Dealer Manager Agreement (NorthStar Real Estate Income Trust, Inc.)

Submission of Orders. Those persons The submission of orders for the purchase of Primary Shares shall proceed as follows: (a) Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription agreement in the form attached as an appendix to the Prospectus (the “Subscription Agreement”) and to deliver to the Dealer Manager or Participating Dealer, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) in the amount of $10.00 per Share, subject to discounts based upon the volume of shares purchased and for certain categories of purchasers as described above. There shall be a minimum initial purchase by any one purchaser of $4,000 of Primary Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Primary Shares shall be $100 per transaction. Until such time as the Company has received and accepted subscriptions for at least $2,000,000 in Primary Shares (the “Minimum Offering”) and released the proceeds from such subscriptions from the Escrow Account (or such greater amount as may be applicable in respect of any greater escrow in respect of subscribers from any state), those purchasers who purchase Primary Shares shall will be instructed by the Processing Broker-Dealer to make their checks payable to “CIM UMB Bank, N.A., as agent for NorthStar Healthcare Income NAVTrust, Inc.” oror “UMB Bank, alternativelyN.A., as agent for NorthStar Healthcare.” Thereafter, those persons who purchase Primary Shares will be instructed by the Processing Broker-Dealer to make their checks payable to CIM REITNorthStar Healthcare Income Trust, Inc.” or “Xxxx REITNorthStar Healthcare.” Checks ” (b) The Processing Broker-Dealer receiving a Subscription Agreement and instrument of payment not conforming to the foregoing instructions shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and instruments of payment received by the Processing Broker-Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following proceduresmethods: (ai) If the Dealer conducts its internal supervisory procedures at the location where subscription documents and checks are initially receivedwhere, the Dealer shall conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents pursuant to the Dealer Manager. (b) If the internal supervisory procedures of the Processing Broker-Dealer, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, then, by noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and instruments of payment to be performed the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or to such other account or agent as directed by the Company; and (ii) where, pursuant to the internal supervisory procedures of the Processing Broker-Dealer, final internal supervisory review is conducted at a different location (the “Final Review Office”), the subscription documents Subscription Agreements and check must instruments of payment will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end noon of the next business day following receipt by the Dealer of the subscription documents and checkProcessing Broker-Dealer. The Final Review Office will, will in turn by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and instruments of payment to the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or to such other account or agent as directed by the Company. (c) Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Escrow Agent. The Processing Broker-Dealer shall furnish to the Escrow Agent with each delivery of instruments of payment a list of the subscription documents and checksubscribers showing the name, conduct its suitability review address, tax identification number, state of the transaction and if the transaction is suitable residence, amount of Offered Shares subscribed for, and the paperwork is in good order forward the subscription documents to the Dealer Manageramount of money paid.

Appears in 2 contracts

Samples: Dealer Manager Agreement (NorthStar Healthcare Income Trust, Inc.), Dealer Manager Agreement (NorthStar Healthcare Income Trust, Inc.)

Submission of Orders. Those persons who Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription agreement (“Subscription Agreement”) in the form attached as an Appendix to the Prospectus and to deliver to Participating Dealer such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) in the initial amount of $15.00 per share, or such other purchase price per share that the Company’s Board of Directors may establish from time to time (subject to available discounts based upon the volume of shares purchased and for certain categories of purchasers, as specified in the Prospectus). There shall make their checks payable be a minimum initial purchase by any one purchaser of $5,000 in shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to “CIM Income NAV, Inc.” or, alternatively, “CIM REIT” or “Xxxx REIT.” Checks the Dealer Manager). Minimum subsequent purchases of shares shall be $100 per transaction. Any Subscription Agreement and instrument of payment not conforming to the foregoing instructions shall be returned to such subscriber not later than the end of the second business day following receipt by Participating Dealer of such materials. Subscription Agreements and instruments of payment received by the Participating Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following proceduresmethods: (a) If the Dealer conducts its where, pursuant to Participating Dealer’s internal supervisory procedures procedures, internal supervisory review is conducted at the same location where subscription documents at which Subscription Agreements and checks instruments of payment are initially receivedreceived from subscribers, the Dealer shall conduct its suitability review then, by noon of the transaction next business day following receipt by Participating Dealer, Participating Dealer will transmit the Subscription Agreements and if the transaction is suitable and the paperwork is in good order forward the subscription documents instrument of payment to the Dealer Manager.Escrow Agent (as defined below) or, after the Company has received and accepted subscriptions for at least $2,000,000 in Primary Shares (the “Minimum Offering”), to the Company or to such other account or agent as directed by the Company; and (b) If the where, pursuant to Participating Dealer’s internal supervisory procedures are to be performed procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), the subscription documents then Subscription Agreements and check must instruments of payment will be transmitted by Participating Dealer to the Final Review Office by the end noon of the next business day following receipt by the Dealer of the subscription documents and checkParticipating Dealer. The Final Review Office willwill in turn, by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and instrument of payment to the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or to such other account or agent as directed by the Company. (c) Participating Dealer understands that the Company and/or the Dealer Manager reserves the unconditional right to reject any order for any or no reason. (d) Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, the Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or to such other account agent as directed by the Company. The Participating Dealer shall furnish to the Escrow Agent with each delivery of instruments of payment a list of the subscription documents subscribers showing the name, address, tax identification number, state of residence, amount of Primary Shares subscribed for, and check, conduct its suitability review the amount of money paid. (e) Participating Dealer hereby agrees to be bound by the terms of the transaction Escrow Agreement, dated November , 2013 (the “Escrow Agreement”), by and if among UMB Bank, N.A., as escrow agent (the transaction is suitable “Escrow Agent”), and the paperwork is in good order forward the subscription documents to the Dealer ManagerCompany.

Appears in 2 contracts

Samples: Dealer Manager Agreement (Steadfast Apartment REIT, Inc.), Dealer Manager Agreement (Steadfast Apartment REIT, Inc.)

Submission of Orders. Those The Dealer Manager, in its agreements with Dealers, shall require each Dealer to: (i) except as set forth below, instruct those persons who purchase Shares shall to make their checks payable to “CIM Income NAV, or wire transfers for the account of Black Creek Industrial REIT IV Inc.” or, alternativelyin the applicable states, to CIM REITUMB Bank, N.A., as escrow agent for Black Creek Industrial REIT IV Inc.or until the respective higher minimum offering amount as specified in the Prospectus applicable to such states (the Xxxx REIT.” Checks Higher Minimum Offering”) has been achieved; (ii) return any check not conforming to the foregoing instructions directly to such subscriber not later than the end of the next business day following its receipt; provided that checks received by the Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following procedures:procedures in paragraphs (iii) through (v) below; (aiii) If the Dealer conducts its where, pursuant to a Dealer’s internal supervisory procedures procedures, internal supervisory review is conducted at the same location where at which subscription documents and checks are initially receivedreceived from subscribers, transmit checks by the Dealer shall conduct its suitability review end of the transaction and if the transaction is suitable and the paperwork is in good order forward next business day following receipt of the subscription documents and the check by the Dealer to the Dealer Manager.Company or to such other account or agent as directed by the Company or, with respect to subscribers in the applicable states, to the escrow agent until the Higher Minimum Offering has been achieved; (biv) If the where, pursuant to a Dealer’s internal supervisory procedures are to be performed procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), the transmit subscription documents and check must be transmitted checks to the Final Review Office by the end of the next business day following receipt by the Dealer of the subscription documents and checkcheck by the Dealer. The Final Review Office will, will transmit such subscription documents and checks by the end of the next business day following receipt by the Final Review Office of to the Company or to such other account or agent as directed by the Company or, in the applicable states, to the escrow agent until the Higher Minimum Offering has been achieved; and (v) deliver checks and completed subscription documents required to be sent to the Company via overnight courier to Black Creek Industrial REIT IV Inc., c/o DST Systems, Inc., 000 X. 0xx Xxxxxx, Xxxxx 000000, Xxxxxx Xxxx, Xxxxxxxx, 00000 and, in the applicable states, deliver checks and check, conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the completed subscription documents required to be sent to the Dealer Managerescrow agent via overnight courier to UMB Bank, N.A., as Escrow Agent for Black Creek Industrial REIT IV Inc., Attention: Xxxx Xxxxxxx, Corporate Trust, 1010 Grand Boulevard, 4th Floor, Mail Stop 1020409, Xxxxxx Xxxx, Xxxxxxxx 00000 until the Higher Minimum Offering has been achieved.

Appears in 2 contracts

Samples: Dealer Manager Agreement (BLACK CREEK INDUSTRIAL REIT IV Inc.), Dealer Manager Agreement (BLACK CREEK INDUSTRIAL REIT IV Inc.)

Submission of Orders. Those Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Appendix to the Prospectus and to deliver to Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, subject to any discount that may apply based upon the volume of Offered Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Corporation to the Dealer Manager). Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the distribution reinvestment plan, as described in the Prospectus. Prior to the Corporation raising gross offering proceeds of $2,500,000 (the “Minimum Offering”), persons who purchase Offered Shares shall make their checks payable to “CIM Income NAVUMB Fund Services, Inc.” or, alternativelyas agent for UMB Bank, “CIM REIT” or “Xxxx REITN.A., as escrow agent for Freedom Capital Corporation.” Checks Subsequent to the Corporation raising the Minimum Offering, persons who purchase Offered Shares shall make their checks payable to “UMB Fund Services, Inc., as agent for UMB Bank, N.A., as agent for Freedom Capital Corporation.” Each person desiring to purchase Offered Shares in the Offering must submit subscriptions for a certain dollar amount, rather than a number of Offered Shares and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and Subscription Payments received by the Processing Broker-Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth belowpursuant to one of the methods described in this Section II. The Dealer Manager may authorize Dealer, if If Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize Selected Dealer to instruct its customers to make its checks check for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s checks check and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal Prior to the Corporation meeting the Minimum Offering, the Selected Dealer shall make its checks payable to the order of received investor funds will “UMB Fund Services, Inc., as agent for UMB Bank, N.A., as escrow agent for Freedom Capital Corporation.” Subsequent to the Corporation raising the Minimum Offering, the Selected Dealer shall make its checks payable to the order of “UMB Fund Services, Inc., as agent for UMB Bank, N.A., as agent for Freedom Capital Corporation.” Selected Dealer hereby agrees to be made in accordance with bound by the following procedures:terms of the Escrow Agreement, dated March 5, 2015 (the “Escrow Agreement”), by and among UMB Bank, N.A. (the “Escrow Agent”), the Dealer Manager and the Corporation. (a) If the Processing Broker-Dealer conducts its internal supervisory procedures review at the same location where subscription documents at which Subscription Agreements and checks Subscription Payments are initially receivedreceived from subscribers, then, by noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer shall conduct its suitability review of will transmit the transaction Subscription Agreements and if the transaction is suitable and the paperwork is in good order forward the subscription documents Subscription Payment for deposit to the Dealer ManagerEscrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. (b) If the Processing Broker-Dealer conducts its internal supervisory procedures are to be performed review at a different location (the “Final Review Office”), the subscription documents Subscription Agreements and check must Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end of the next business day following receipt by the Dealer of the subscription documents and checkProcessing Broker-Dealer. The Final Review Office will, will in turn by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and Subscription Payment for deposit to the Escrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. Selected Dealer understands that the Corporation reserves the unconditional right to reject any order, in whole or in part, for any or no reason. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account directly to the Transfer Agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list of the subscription documents and checksubscribers showing the name, conduct its suitability review address, tax identification number, state of the transaction and if the transaction is suitable residence, amount of Offered Shares subscribed for, and the paperwork is in good order forward the subscription documents to the Dealer Manageramount of money paid.

Appears in 1 contract

Samples: Dealer Manager Agreement (Freedom Capital Corp/Md)

Submission of Orders. Those persons (a) Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a subscription agreement in the form attached as an appendix to the Prospectus (the “Subscription Agreement”) and to deliver to the Dealer Manager or Participating Dealer, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) at a public offering price equal to the Fund’s NAV plus the applicable selling commissions and/or Dealer Manager Fees, or such other per share purchase price as the Fund’s Board of Directors may establish from time to time (subject to available discounts based upon the volume of shares purchased and for certain categories of purchasers, as specified in the Prospectus). In no event shall the aggregate selling commissions, Dealer Manager Fees and Distribution and Servicing Fees exceed 8.0% of the gross offering proceeds received in the Offering. There shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares; however, for qualified accounts the minimum initial purchase is $2,500 in Offered Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Fund to the Dealer Manager). Minimum subsequent purchases of Offered Shares shall be $100 per transaction. Persons who purchase Offered Shares shall will be instructed by the Processing Broker-Dealer to make their checks payable to “CIM Income NAV, Inc.” or, alternatively, “CIM REIT” or “Xxxx REITStira Alcentra Global Credit Fund.” Checks ” (b) The Processing Broker-Dealer receiving a Subscription Agreement and instrument of payment not conforming to the foregoing instructions shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and instruments of payment received by the Processing Broker-Dealer that conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following proceduresmethods: (ai) If the Dealer conducts its internal supervisory procedures at the location where subscription documents and checks are initially receivedwhere, the Dealer shall conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents pursuant to the Dealer Manager. (b) If the internal supervisory procedures of the Processing Broker-Dealer, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, then, by noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and instruments of payment to be performed the Fund or to such other account or agent as directed by the Fund; and (ii) where, pursuant to the internal supervisory procedures of the Processing Broker-Dealer, final internal supervisory review is conducted at a different location (the “Final Review Office”), the subscription documents Subscription Agreements and check must instruments of payment will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end noon of the next business day following receipt by the Dealer of the subscription documents and checkProcessing Broker-Dealer. The Final Review Office will, will in turn by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and instruments of payment to the Fund or to such other account or agent as directed by the Fund. (c) Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Fund. The Processing Broker-Dealer shall furnish to the Fund or such other account agent as directed by the Fund with each delivery of instruments of payment a list of the subscription documents and checksubscribers showing the name, conduct its suitability review address, tax identification number, state of the transaction and if the transaction is suitable residence, amount of Offered Shares subscribed for, and the paperwork is in good order forward the subscription documents to the Dealer Manageramount of money paid.

Appears in 1 contract

Samples: Dealer Manager Agreement (Stira Alcentra Global Credit Fund)

Submission of Orders. Those persons who Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Appendix to the Prospectus and to deliver to the Dealer Manager or Participating Dealer, as the case may be, such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) in the amount of $10 per Offered Share, or such discounted purchase price per Offered Share that may apply based upon the volume of Offered Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus. There shall make their checks payable be a minimum purchase by any one person of 100 Offered Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to “CIM Income NAV, Inc.” or, alternatively, “CIM REIT” the Dealer Manager). The Dealer Manager or “Xxxx REIT.” Checks any Participating Dealer receiving a Subscription Agreement and instrument of payment not conforming to the foregoing instructions shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the second business day following receipt by the Dealer Manager or Participating Dealer of such materials. Subscription Agreements and instruments of payment received by the Dealer that Manager or Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following proceduresmethods: (a) If where, pursuant to the Dealer conducts its internal supervisory procedures of the Dealer Manager or Participating Dealer, internal supervisory review is conducted at the same location where subscription documents at which Subscription Agreements and checks instruments of payment are initially receivedreceived from subscribers, then, by the end of the next business day following receipt by the Dealer Manager or Participating Dealer, the Dealer Manager or Participating Dealer will transmit the Subscription Agreements to the Escrow Agent and shall conduct its suitability review effect a wire transfer in immediately available federal funds from the Dealer Manager or the Participating Dealer to the Escrow Agent using the wire transfer instructions attached hereto as Exhibit C or such other wiring instructions as the Company may provide the Dealer Manager from time to time (the “Wire Transfer Instructions”) of the transaction and if subscribers’ subscription funds represented by the transaction is suitable and instructions of payment received by the paperwork is in good order forward Dealer Manager or Participating Dealer (it being understood that the Dealer Manger or Participating Dealer will transmit all subscription documents funds to the Escrow Agent by wire transfer regardless of the form of the instruction of payment received by the Dealer Manager.Manager Participating Dealer and that such wire transfer shall specify the subscriber(s) that it benefits); and (b) If where, pursuant to the internal supervisory procedures are to be performed of the Dealer Manager or Participating Dealer, final internal supervisory review is conducted at a different location (the “Final Review Office”), the subscription documents Subscription Agreements and check must instruments of payment will be transmitted by the Dealer Manager or Participating Dealer to the Final Review Office by the end of the next business day following receipt by the Dealer of the subscription documents and checkManager or Participating Dealer. The Final Review Office will, will in turn by the end of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements to the Escrow Agent and shall effect a wire transfer in immediately available federal funds from the Dealer Manager or Participating Dealer to the Escrow Agent using the Wire Transfer Instructions of the subscribers’ subscription documents and check, conduct its suitability review funds represented by the instructions of payment received by the Dealer Manager or Participating Dealer (it being understood that the Dealer Manager or Participating Dealer will transmit all subscription funds to the Escrow Agent by wire transfer regardless of the transaction form of the instruction of payment received by the Dealer Manager or Participating Dealer and if that such wire transfer shall specify the transaction is suitable and subscriber(s) that it benefits). Notwithstanding the paperwork is in good order forward foregoing, with respect to any Offered Shares to be purchased by a custodial account, the subscription documents Dealer Manager or the Participating Dealer, as the case may be, shall cause the custodian of such account to deliver a completed Subscription Agreement for such account directly to the Dealer ManagerEscrow Agent and to effect a wire transfer of such account’s subscription funds in immediately available federal funds to the Escrow Agent using the Wire Transfer Instructions.

Appears in 1 contract

Samples: Dealer Manager Agreement (Paladin Realty Income Properties Inc)

Submission of Orders. Those The Dealer Manager, in its agreements with Dealers, shall require each Dealer to: (i) except as set forth below, instruct those persons who purchase Shares shall to make their checks payable to or wire transfer directed to CIM [●], as Escrow Agent for Rodin Income NAVTrust, Inc.” or”; (ii) after the Company meets the Minimum Offering requirement of $2,000,000, alternativelyinstruct subscribers to make their checks payable to or to send wire transfers for the account of “Rodin Income Trust, “CIM REIT” or “Xxxx REIT.” Checks Inc.;” (iii) return any check not conforming to the foregoing instructions directly to such subscriber not later than the end of the next business day following its receipt; provided that checks received by the Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following procedures:procedures in paragraphs (iv) through (vi) below; (aiv) If the Dealer conducts its where, pursuant to a Dealer’s internal supervisory procedures procedures, internal supervisory review is conducted at the same location where at which subscription documents and checks are initially receivedreceived from subscribers, transmit checks by the Dealer shall conduct its suitability review end of the transaction and if the transaction is suitable and the paperwork is in good order forward next business day following receipt of the subscription documents and the check by the Dealer to the Dealer Manager.escrow agent or, after the Minimum Offering has been achieved, to the Company or to such other account or agent as directed by the Company; (bv) If the where, pursuant to a Dealer’s internal supervisory procedures are to be performed procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), the transmit subscription documents and check must be transmitted checks to the Final Review Office by the end of the next business day following receipt by the Dealer of the subscription documents and checkcheck by the Dealer. The Final Review Office will, will transmit such subscription documents and checks by the end of the next business day following receipt by the Final Review Office of to the escrow agent or, after the Minimum Offering has been achieved, to the Company or to such other account or agent as directed by the Company; and (vi) deliver checks and completed subscription documents and check, conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents required to be sent to the Dealer Managerescrow agent pursuant to this Section 5(j) via overnight courier to [●], as Escrow Agent for Rodin Income Trust, Inc., Attention: [●].

Appears in 1 contract

Samples: Dealer Manager Agreement (Rodin Income Trust, Inc.)

Submission of Orders. Those persons who Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Appendix to the Prospectus and to deliver to the Dealer Manager or Participating Dealer, as the case may be, such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) in the amount of $10 per Offered Share, or such discounted purchase price per Offered Share that may apply based upon the volume of Offered Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus. There shall make their checks payable be a minimum purchase by any one person of 100 Offered Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to “CIM Income NAV, Inc.” or, alternatively, “CIM REIT” the Dealer Manager). The Dealer Manager or “Xxxx REIT.” Checks any Participating Dealer receiving a Subscription Agreement and instrument of payment not conforming to the foregoing instructions shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the second business day following receipt by the Dealer Manager or Participating Dealer of such materials. Subscription Agreements and instruments of payment received by the Dealer that Manager or Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following proceduresmethods: (a) If where, pursuant to the Dealer conducts its internal supervisory procedures of the Dealer Manager or Participating Dealer, internal supervisory review is conducted at the same location where subscription documents at which Subscription Agreements and checks instruments of payment are initially receivedreceived from subscribers, then, by the end of the next business day following receipt by the Dealer Manager or Participating Dealer, the Dealer Manager or Participating Dealer will transmit the Subscription Agreements to the Escrow Agent and shall conduct its suitability review effect a wire transfer in immediately available federal funds from the Dealer Manager or the Participating Dealer to the Escrow Agent using the wire transfer instructions attached hereto as Exhibit C or such other wiring instructions as the Company may provide the Dealer Manager from time to time (the “Wire Transfer Instructions”) of the transaction and if subscribers’ subscription funds represented by the transaction is suitable and instructions of payment received by the paperwork is in good order forward Dealer Manager or Participating Dealer (it being understood that the Dealer Manager or Participating Dealer will transmit all subscription documents funds to the Escrow Agent by wire transfer regardless of the form of the instruction of payment received by the Dealer Manager.Manager Participating Dealer and that such wire transfer shall specify the subscriber(s) that it benefits); and (b) If where, pursuant to the internal supervisory procedures are to be performed of the Dealer Manager or Participating Dealer, final internal supervisory review is conducted at a different location (the “Final Review Office”), the subscription documents Subscription Agreements and check must instruments of payment will be transmitted by the Dealer Manager or Participating Dealer to the Final Review Office by the end of the next business day following receipt by the Dealer of the subscription documents and checkManager or Participating Dealer. The Final Review Office will, will in turn by the end of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements to the Escrow Agent and shall effect a wire transfer in immediately available federal funds from the Dealer Manager or Participating Dealer to the Escrow Agent using the Wire Transfer Instructions of the subscribers’ subscription documents and check, conduct its suitability review funds represented by the instructions of payment received by the Dealer Manager or Participating Dealer (it being understood that the Dealer Manager or Participating Dealer will transmit all subscription funds to the Escrow Agent by wire transfer regardless of the transaction form of the instruction of payment received by the Dealer Manager or Participating Dealer and if that such wire transfer shall specify the transaction is suitable subscriber(s) that it benefits). Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Dealer Manager or the Participating Dealer, as the case may be, shall cause the custodian of such account to deliver a completed Subscription Agreement for such account directly to the Escrow Agent and to effect a wire transfer of such account’s subscription funds in immediately available federal funds to the Escrow Agent using the Wire Transfer Instructions. The Dealer Manager or the Participating Dealer shall furnish to the Escrow Agent with each delivery of instruments of payment a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Offered Shares subscribed for, and the paperwork is in good order forward the subscription documents to the Dealer Manageramount of money paid.

Appears in 1 contract

Samples: Dealer Manager Agreement (Paladin Realty Income Properties Inc)

Submission of Orders. Those persons who Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription agreement (“Subscription Agreement”) in the form attached as an Appendix to the Prospectus and to deliver to Participating Dealer such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) in the initial amount of $25.00 per share, or such other purchase price per share that the Company’s Board of Directors may establish from time to time (subject to available discounts based upon the volume of shares purchased and for certain categories of purchasers, as specified in the Prospectus). There shall make their checks payable be a minimum initial purchase by any one purchaser of $2,500 in shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to “CIM Income NAV, Inc.” or, alternatively, “CIM REIT” or “Xxxx REIT.” Checks the Dealer Manager). Minimum subsequent purchases of shares shall be $500 per transaction. Any Subscription Agreement and instrument of payment not conforming to the foregoing instructions shall be returned to such subscriber not later than the end of the second business day following receipt by Participating Dealer of such materials. Subscription Agreements and instruments of payment received by the Participating Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following proceduresmethods: (a) If the Dealer conducts its where, pursuant to Participating Dealer’s internal supervisory procedures procedures, internal supervisory review is conducted at the same location where subscription documents at which Subscription Agreements and checks instruments of payment are initially receivedreceived from subscribers, the Dealer shall conduct its suitability review then, by noon of the transaction next business day following receipt by Participating Dealer, Participating Dealer will transmit the Subscription Agreements and if the transaction is suitable and the paperwork is in good order forward the subscription documents instrument of payment to the Dealer Manager.Escrow Agent (as defined below) or, after the Company has received and accepted subscriptions for at least $2,000,000 in Primary Shares (the “Minimum Offering”), to the Company or to such other account or agent as directed by the Company; and (b) If the where, pursuant to Participating Dealer’s internal supervisory procedures are to be performed procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), the subscription documents then Subscription Agreements and check must instruments of payment will be transmitted by Participating Dealer to the Final Review Office by the end noon of the next business day following receipt by the Dealer of the subscription documents and checkParticipating Dealer. The Final Review Office willwill in turn, by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and instrument of payment to the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or to such other account or agent as directed by the Company. (c) Participating Dealer understands that the Company and/or the Dealer Manager reserves the unconditional right to reject any order for any or no reason. (d) Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, the Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or to such other account agent as directed by the Company. The Participating Dealer shall furnish to the Escrow Agent with each delivery of instruments of payment a list of the subscription documents subscribers showing the name, address, tax identification number, state of residence, amount of Primary Shares subscribed for, and check, conduct its suitability review the amount of money paid. (e) Participating Dealer hereby agrees to be bound by the terms of the transaction Escrow Agreement, dated [__], 2014 (the “Escrow Agreement”), by and if among UMB Bank, N.A., as escrow agent (the transaction is suitable “Escrow Agent”), and the paperwork is in good order forward the subscription documents to the Dealer ManagerCompany.

Appears in 1 contract

Samples: Dealer Manager Agreement (Moody National REIT II, Inc.)

Submission of Orders. Dealer hereby agrees to solicit, as an independent contractor and not as the agent of the Dealer Manager or of the Company (or their affiliates), persons acceptable to the Company to purchase the Shares pursuant to the subscription agreement in the form attached to the Prospectus and in accordance with the terms of the Prospectus. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares shall will be instructed by the Dealer to make their checks payable to “CIM Income NAV_________________ Bank, N.A, Agent for Xxxxxxx-American Healthcare REIT III, Inc.” orwhere appropriate, alternativelyor directly to Xxxxxxx-American Healthcare REIT III, “CIM REIT” or “Xxxx REIT.” Inc. after the Minimum Offering (as defined below) has been achieved. Dealer hereby agrees to be bound by the terms of the Escrow Agreement executed by and among ________________, as escrow agent, the Dealer Manager and the Company. Checks received by the Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth belowpursuant to one of the following methods: 1. The Dealer Manager may authorize DealerWhere, if Dealer is a “$250,000 broker-dealer,” to instruct its customers to make its checks for Shares subscribed for payable directly pursuant to the Dealer, in which case the Dealer will collect the proceeds of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following procedures: (a) If the Dealer conducts its internal supervisory procedures procedures, internal supervisory review is conducted at the same location where at which subscription documents and checks are initially receivedreceived from subscribers, the Dealer shall conduct its suitability review checks will be transmitted by noon of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents next business day following receipt by Dealer for deposit to the Dealer ManagerCompany. (b) If 2. Where, pursuant to the Dealer’s internal supervisory procedures are to be performed procedures, final internal supervisory review is conducted at a different location location, checks will be transmitted by 5:00 pm of the next business day following receipt by Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”), the subscription documents and check must be transmitted to the Final Review Office by the end of the next business day following receipt by the Dealer of the subscription documents and check. The Final Review Office will, will in turn transmit by the end noon of the next business day following receipt by the Final Review Office of the subscription documents and check, conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents such checks for deposit to the Dealer Managerescrow agent or the Company, as applicable.

Appears in 1 contract

Samples: Dealer Manager Agreement (Griffin-American Healthcare REIT III, Inc.)

Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Selected RIA such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus unless waived by the Company. Those persons who purchase Shares shall will be instructed by Selected RIA to make their checks instruments of payment payable to or for the benefit of CIM Income NAVNuveen Global Cities REIT, Inc.” or, alternatively, “CIM REIT” or “Xxxx REIT.” Checks Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer that Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If Selected RIA receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, Selected RIA shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments of payment received by Selected RIA which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable methods described in the manner described above for the aggregate amount of the subscription proceedsthis Section II. Transmittal of received investor funds will be made in accordance with the following procedures: (a) If the Dealer conducts its : Where, pursuant to Selected RIA’s internal supervisory procedures procedures, internal supervisory review is conducted at the same location where subscription documents at which Subscription Agreements and checks instruments of payment are initially receivedreceived from subscribers, the Dealer shall conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is Subscription Agreements in good order forward the subscription documents to the Dealer Manager. (b) If the internal supervisory procedures are to be performed at a different location (the “Final Review Office”), the subscription documents form and check must instruments of payment will be transmitted to the Final Review Office by the end of the next business day following receipt by Selected RIA for deposit to the Dealer Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Where, pursuant to Selected RIA’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements in good form and instruments of payment will be transmitted by the end of the subscription documents and checknext business day following receipt by Selected RIA to the office of Selected RIA conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office willwill in turn, by the end of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and instruments of the subscription documents and check, conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents payment for deposit to the Dealer ManagerCompany or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company.

Appears in 1 contract

Samples: Dealer Manager Agreement (Nuveen Global Cities REIT, Inc.)

Submission of Orders. Those (a) Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription agreement in the form attached as an appendix to the Prospectus (the “Subscription Agreement”) and to deliver to the Dealer Manager or Participating Dealer, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) in the initial amount of $10.00 per Share, or such other per Share purchase price as the Company’s Board of Directors may establish from time to time (subject to available discounts based upon the volume of Shares purchased and for certain categories of purchasers, as specified in the Prospectus). There shall be a minimum initial purchase by any one purchaser of $4,000 of Primary Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Primary Shares shall be $100 per transaction. Until such time as the Company has received and accepted subscriptions for at least $2,000,000 in Primary Shares (the “Minimum Offering”) and released the proceeds from such subscriptions from the Escrow Account (or such greater amount as may be applicable in respect of any greater escrow in respect of subscribers from any state), those persons who purchase Primary Shares shall will be instructed by the Processing Broker-Dealer to make their checks payable to “ , N.A., as Escrow Agent for Steadfast Secure Income REIT, Inc.” or “ , E.A. for Steadfast REIT.” Thereafter, those persons who purchase Primary Shares will be instructed by the Processing Broker-Dealer to make their checks payable to “CIM Steadfast Secure Income NAVREIT, Inc.” or, alternatively, “CIM REIT” or “Xxxx REIT.” Checks ” (b) The Processing Broker-Dealer receiving a Subscription Agreement and instrument of payment not conforming to the foregoing instructions shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and instruments of payment received by the Processing Broker-Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following proceduresmethods: (ai) If the Dealer conducts its internal supervisory procedures at the location where subscription documents and checks are initially receivedwhere, the Dealer shall conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents pursuant to the Dealer Manager. (b) If the internal supervisory procedures of the Processing Broker-Dealer, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, then, by noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and instruments of payment to be performed the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or to such other account or agent as directed by the Company; and (ii) where, pursuant to the internal supervisory procedures of the Processing Broker-Dealer, final internal supervisory review is conducted at a different location (the “Final Review Office”), the subscription documents Subscription Agreements and check must instruments of payment will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end noon of the next business day following receipt by the Dealer of the subscription documents and checkProcessing Broker-Dealer. The Final Review Office will, will in turn by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and instruments of payment to the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or to such other account or agent as directed by the Company. (c) Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Escrow Agent. The Processing Broker-Dealer shall furnish to the Escrow Agent with each delivery of instruments of payment a list of the subscription documents and checksubscribers showing the name, conduct its suitability review address, tax identification number, state of the transaction and if the transaction is suitable residence, amount of Offered Shares subscribed for, and the paperwork is in good order forward the subscription documents to the Dealer Manageramount of money paid.

Appears in 1 contract

Samples: Dealer Manager Agreement (Steadfast Secure Income REIT, Inc.)

Submission of Orders. Those persons who purchase Shares shall will be instructed by Ameriprise to make their checks payable to “CIM Income NAVBehringer Harvard Opportunity REIT I, Inc.” orIf Ameriprise receives a check not conforming substantially to the foregoing instructions, alternatively, “CIM REIT” or “Xxxx REIT.” it shall return such check directly to such subscriber not later than the end of the next business day following its receipt. Checks received by the Dealer that Ameriprise which conform to the foregoing instructions shall be transmitted for deposit as set forth belowpursuant to one of the methods in this Section 5. The Dealer Manager may authorize Dealer, Ameriprise if Dealer Ameriprise is a “$250,000 broker-dealer,” to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer“Ameriprise Financial Services, Inc.”, in which case the Dealer Ameriprise will collect the proceeds of the subscriber’s subscribers’ checks and issue a check made payable in the manner described above for send by wire transfer the aggregate amount of the subscription proceedsproceeds to the order of the Company. Transmittal of received investor funds will be made in accordance with the following procedures: (a) If the Dealer Ameriprise conducts its internal supervisory procedures at the location where subscription documents and checks are initially received, the Dealer Ameriprise shall conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward (i) the subscription documents to the Dealer ManagerManager and (ii) the aggregate amount of the subscription proceeds to the Dealer Manager by noon of the third business day following receipt of the subscription documents and the check or as otherwise permitted by applicable law or regulation, or by a regulatory authority. (b) If the Ameriprise conducts its internal supervisory procedures are to be performed at a different location (the “Final Review Office”), the subscription documents and check must be transmitted to the Final Review Office by the end of the next third business day following receipt by the Dealer of the subscription documents and checkcheck by Ameriprise or as otherwise permitted by applicable law or regulation, or by a regulatory authority. The Final Review Office will, by the end of the next third business day following receipt by the Final Review Office of the subscription documents and check, conduct or as otherwise permitted by applicable law or regulation, or by a regulatory authority, forward both the subscription documents and check to the Dealer Manager as processing broker-dealer in order that the Dealer Manager may complete its suitability review of the transaction documentation and if the transaction is suitable and the paperwork is in good order forward process the subscription documents to and check. If requested by the Company or the Dealer Manager, Ameriprise shall obtain from subscribers for the Shares, other documentation reasonably deemed by the Company or the Dealer Manager to be required under applicable law or as may be necessary to reflect the policies of the Company or the Dealer Manager. Such documentation may include, without limitation, subscribers’ written acknowledgement and agreement to the privacy policies of the Company or the Dealer Manager. All orders, whether initial or additional, are subject to acceptance by the Company, which reserves the right to reject any order for any or no reason. The Company shall accept or reject each subscription no later than 34 days after the receipt of a properly executed subscription agreement and signature page for such subscription. Subscriptions not accompanied by a subscription agreement and signature page and the required check in payment for the Shares may be rejected. Issuance and delivery of the Shares will be made only after acceptance by the Company after actual receipt of payment therefor. If any check is not paid upon presentment, or if the Company is not in actual receipt of clearinghouse funds or cash, certified or cashier’s check or the equivalent in payment for the Shares within 15 days of sale, the Company reserves the right to cancel the sale and shall provide Ameriprise with written notice of such cancellation. In the event an order is rejected, canceled or rescinded for any reason, Ameriprise agrees to return to the Company any Selling Commission theretofore paid with respect to such order. In no event shall Ameriprise accept any subscription documents or checks from a particular investor until at least five business days after the date such investor receives a copy of the Prospectus.

Appears in 1 contract

Samples: Selected Dealer Agreement (Behringer Harvard Opportunity REIT I, Inc.)

Submission of Orders. Those persons (a) Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription agreement in the form attached as an appendix to the Prospectus (the “Subscription Agreement”) and to deliver to the Dealer Manager or Participating Dealer, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) in the amount of $10.00 per Share, subject to discounts for certain categories of purchasers as described above. There shall be a minimum initial purchase by any one purchaser of $2,500 of Primary Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Until such time as the Company has received and accepted subscriptions for at least $2,500,000 in Primary Shares (the “Minimum Offering”) and released the proceeds from such subscriptions from the Escrow Account (or such greater amount as may be applicable in respect of any greater escrow in respect of subscribers from any state), those purchasers who purchase Primary Shares shall will be instructed by the Processing Broker-Dealer to make their checks payable to “CIM Income NAVBank of Nevada, as agent for CM REIT, Inc.” orThereafter, alternativelythose persons who purchase Primary Shares will be instructed by the Processing Broker-Dealer to make their checks payable to “CM REIT, “CIM REIT” or “Xxxx REIT.” Checks Inc.” (b) The Processing Broker-Dealer receiving a Subscription Agreement and instrument of payment not conforming to the foregoing instructions shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and instruments of payment received by the Processing Broker-Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following proceduresmethods: (ai) If the Dealer conducts its internal supervisory procedures at the location where subscription documents and checks are initially receivedwhere, the Dealer shall conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents pursuant to the Dealer Manager. (b) If the internal supervisory procedures of the Processing Broker-Dealer, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, then, by noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and instruments of payment to be performed the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or to such other account or agent as directed by the Company; and (ii) where, pursuant to the internal supervisory procedures of the Processing Broker-Dealer, final internal supervisory review is conducted at a different location (the “Final Review Office”), the subscription documents Subscription Agreements and check must instruments of payment will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end noon of the next business day following receipt by the Dealer of the subscription documents and checkProcessing Broker-Dealer. The Final Review Office will, will in turn by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and instruments of payment to the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or to such other account or agent as directed by the Company. (c) Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Escrow Agent. The Processing Broker-Dealer shall furnish to the Escrow Agent with each delivery of instruments of payment a list of the subscription documents and checksubscribers showing the name, conduct its suitability review address, tax identification number, state of the transaction and if the transaction is suitable residence, amount of Offered Shares subscribed for, and the paperwork is in good order forward the subscription documents to the Dealer Manageramount of money paid.

Appears in 1 contract

Samples: Dealer Manager Agreement (CM REIT, Inc.)

Submission of Orders. Those 13.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement substantially in the form attached as an Appendix to the Prospectus and to deliver to the Participating Broker-Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, which must be at least the minimum purchase amount set forth in the Prospectus. The Dealer Manager shall ensure that any Participating Broker-Dealer shall only offer to sell and accept Subscription Agreements and Subscription Payments for Offered Shares in accordance with the offering terms and conditions as set forth in the Prospectus. Prior to the Corporation meeting the Minimum Offering, persons who purchase Offered Shares shall make their checks Subscription Payments payable to “CIM Income NAV, Inc.” or, alternatively, “CIM REIT” or “Xxxx REIT[•].” Checks Subsequent to the Corporation raising the Minimum Offering, persons who purchase Offered Shares shall make their Subscription Payments payable to “[•].” After meeting the Minimum Offering described throughout the Prospectus, the Corporation will sell the Offered Shares on a continuous basis at prices and in accordance with the offering terms and conditions set forth in and subject to any adjustment described or otherwise provided in the Prospectus. Each person desiring to purchase Offered Shares in the Offering must submit subscriptions for a certain dollar amount, rather than a number of Offered Shares and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions, or for a sale of Offered Shares not meeting the offering terms and conditions set forth in the Prospectus, shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and Subscription Payments received by the Processing Broker-Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable methods described in the manner described above for the aggregate amount of the subscription proceedsthis Section 13. Transmittal of received investor funds will be made in accordance with the following procedures:. (a) 13.2 If the Processing Broker-Dealer conducts its internal supervisory procedures review at the same location where subscription documents at which Subscription Agreements and checks Subscription Payments are initially receivedreceived from subscribers, then, by noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer shall conduct its suitability review of will transmit the transaction Subscription Agreements and if the transaction is suitable and the paperwork is in good order forward the subscription documents Subscription Payment for deposit to the Dealer ManagerEscrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. (b) 13.3 If the Processing Broker-Dealer conducts its internal supervisory procedures are to be performed review at a different location (the “Final Review Office”), the subscription documents Subscription Agreements and check must Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end noon of the next business day following receipt by the Dealer of the subscription documents and checkProcessing Broker-Dealer. The Final Review Office will, will in turn by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and Subscription Payment for deposit to the Escrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account directly for deposit to the Escrow Agent, or after the Minimum Offering has been achieved, to the Corporation or its designated agent. The Processing Broker-Dealer shall furnish to the Escrow Agent, the Corporation or its designated agent, as applicable, with each delivery of Subscription Payments a list of the subscription documents and checksubscribers showing the name, conduct its suitability review U.S. address, tax identification number, state of the transaction and if the transaction is suitable residence, amount of Offered Shares subscribed for and the paperwork is in good order forward the subscription documents to the Dealer Manageramount of money paid.

Appears in 1 contract

Samples: Dealer Manager Agreement (Owl Rock Core Income Corp.)

Submission of Orders. Those Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Appendix to the Prospectus and to deliver to Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as a “Subscription Payment”) for the purchase price of the Offered Shares, subject to any discount that may apply based upon the volume of Offered Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the distribution reinvestment plan, as described in the Prospectus. Prior to the Company raising gross offering proceeds of $2,500,000 from persons not affiliated with the Company or the Adviser (the “Minimum Offering”), persons who purchase Offered Shares shall be directed to make their checks payable to “UMB Bank, N.A., as escrow agent for FS Energy and Power Fund II.” Subsequent to the Company raising the Minimum Offering, persons who purchase Offered Shares shall make their checks payable to “CIM Income NAV, Inc.” or, alternatively, “CIM REIT” or “Xxxx REITFS Energy and Power Fund II.” Checks Each person desiring to purchase Offered Shares in the Offering must submit subscriptions for a certain dollar amount, rather than a number of Offered Shares and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and Subscription Payments received by the Processing Broker-Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth belowpursuant to one of the methods described in this Section II. The Dealer Manager may authorize Dealer, if If Selected Dealer is a “$250,000 broker-dealer,” the Dealer Manager may authorize Selected Dealer to instruct its customers to make its checks check for Offered Shares subscribed for payable directly to the Selected Dealer, in which case the Selected Dealer will collect the proceeds of the subscriber’s checks check and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal proceeds made payable to the order of received investor funds will “UMB Bank, N.A., as agent for FS Energy and Power Fund II.” Selected Dealer hereby agrees to be made in accordance with bound by the following procedures:terms of the Escrow Agreement, dated [ ], 2014 (the “Escrow Agreement”), by and among UMB Bank, N.A. (the “Escrow Agent”) and the Company. (a) If the Processing Broker-Dealer conducts its internal supervisory procedures review at the same location where subscription documents at which Subscription Agreements and checks Subscription Payments are initially receivedreceived from subscribers, then, by noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer shall conduct its suitability review of will transmit the transaction Subscription Agreements and if the transaction is suitable and the paperwork is in good order forward the subscription documents Subscription Payment for deposit to the Dealer ManagerEscrow Agent, or after the Minimum Offering has been achieved, to the Company or its designated agent. (b) If the Processing Broker-Dealer conducts its internal supervisory procedures are to be performed review at a different location (the “Final Review Office”), the subscription documents Subscription Agreements and check must Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end noon of the next business day following receipt by the Dealer of the subscription documents and checkProcessing Broker-Dealer. The Final Review Office will, will in turn by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and Subscription Payment for deposit to the Escrow Agent, or after the Minimum Offering has been achieved, to the Company or its designated agent. Selected Dealer understands that the Company reserves the unconditional right to reject any order, in whole or in part, for any or no reason. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account directly to the Transfer Agent. The Processing Broker-Dealer shall furnish with each delivery of Subscription Payments a list of the subscription documents and checksubscribers showing the name, conduct its suitability review address, tax identification number, state of the transaction and if the transaction is suitable residence, amount of Offered Shares subscribed for, and the paperwork is in good order forward the subscription documents to the Dealer Manageramount of money paid.

Appears in 1 contract

Samples: Dealer Manager Agreement (FS Energy & Power Fund II)

Submission of Orders. Those persons The submission of orders for the purchase of Primary Shares, in any combination of Class A Shares and Class T Shares, shall proceed as follows: (a) Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription agreement in the form attached as an appendix to the Prospectus (the “Subscription Agreement”) and to deliver to the Dealer Manager or Participating Dealer, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) in the amount of $10.00 per Class A Share, subject to discounts based upon the volume of shares purchased and for certain categories of purchasers as described above, and $9.45 per Class T Share. There shall be a minimum initial purchase by any one purchaser of $4,000 of Primary Shares, which may be in any combination of Class A Shares and Class T Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Primary Shares shall be $100 per transaction. Persons who purchase Primary Shares shall will be instructed by the Processing Broker-Dealer to make their checks payable to “CIM NorthStar Real Estate Income NAVII, Inc.” or, alternatively, “CIM REIT” or “Xxxx REITNorthStar Income II.” Checks ” (b) The Processing Broker-Dealer receiving a Subscription Agreement and instrument of payment not conforming to the foregoing instructions shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and instruments of payment received by the Processing Broker-Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following proceduresmethods: (ai) If the Dealer conducts its internal supervisory procedures at the location where subscription documents and checks are initially receivedwhere, the Dealer shall conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents pursuant to the Dealer Manager. (b) If the internal supervisory procedures of the Processing Broker-Dealer, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, then, by noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and instruments of payment to be performed the Company or to such other account or agent as directed by the Company; and (ii) where, pursuant to the internal supervisory procedures of the Processing Broker-Dealer, final internal supervisory review is conducted at a different location (the “Final Review Office”), the subscription documents Subscription Agreements and check must instruments of payment will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end noon of the next business day following receipt by the Dealer of the subscription documents and checkProcessing Broker-Dealer. The Final Review Office will, will in turn by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and instruments of payment to the Company or to such other account or agent as directed by the Company. (c) Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Company. The Processing Broker-Dealer shall furnish to the Company with each delivery of instruments of payment a list of the subscription documents and checksubscribers showing the name, conduct its suitability review address, tax identification number, state of the transaction and if the transaction is suitable residence, amount of Offered Shares subscribed for, and the paperwork is in good order forward the subscription documents to the Dealer Manageramount of money paid.

Appears in 1 contract

Samples: Dealer Manager Agreement (NorthStar Real Estate Income II, Inc.)

Submission of Orders. Those (a) Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription agreement in the form attached as an appendix to the Prospectus (the “Subscription Agreement”) and to deliver to the Dealer Manager or Participating Dealer, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) in the amount of $10.00 per Share subscribed for, or such discounted purchase price per Share that may apply based upon the available discounts specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $2,000 of Primary Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Primary Shares shall be $500 per transaction. Until such time as the Company has satisfied the Minimum Offering and released the proceeds from such subscriptions from the Escrow Account (or such greater amount as may be applicable in respect of any greater escrow in respect of subscribers from any state), those persons who purchase Primary Shares shall will be instructed by the Processing Broker-Dealer to make their checks payable to “CIM Income NAV[ ]” Thereafter, Inc.” or, alternatively, those persons who purchase Primary Shares will be instructed by the Processing Broker-Dealer to make their checks payable to CIM REIT” or “Xxxx REIT[ ].” Checks ” (b) The Processing Broker-Dealer receiving a Subscription Agreement and instrument of payment not conforming to the foregoing instructions shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and instruments of payment received by the Processing Broker-Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following proceduresmethods: (ai) If the Dealer conducts its internal supervisory procedures at the location where subscription documents and checks are initially receivedwhere, the Dealer shall conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents pursuant to the Dealer Manager. (b) If the internal supervisory procedures of the Processing Broker-Dealer, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, then, by noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and instruments of payment to be performed the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or to such other account or agent as directed by the Company; and (ii) where, pursuant to the internal supervisory procedures of the Processing Broker-Dealer, final internal supervisory review is conducted at a different location (the “Final Review Office”), the subscription documents Subscription Agreements and check must instruments of payment will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end of business of the next business day following receipt thereof by the Dealer of the subscription documents and checkProcessing Broker-Dealer. The Final Review Office will, will in turn by the end of business of the next business day following receipt thereof by the Final Review Office Office, transmit such Subscription Agreements and instruments of payment to the Escrow Agent or, after the Minimum Offering has been satisfied, to the Company or to such other account or agent as directed by the Company. (c) Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Escrow Agent. The Processing Broker-Dealer shall furnish to the Escrow Agent with each delivery of instruments of payment a list of the subscription documents and checksubscribers showing the name, conduct its suitability review address, tax identification number, state of the transaction and if the transaction is suitable residence, amount of Offered Shares subscribed for, and the paperwork is in good amount of money paid. (d) The Dealer Manager acknowledges and agrees that the Company reserves the unconditional right to reject any order forward the subscription documents to the Dealer Managerfor any reason.

Appears in 1 contract

Samples: Dealer Manager Agreement (O'Donnell Strategic Gateway REIT, Inc.)

Submission of Orders. Dealer hereby agrees to solicit, as an independent contractor and not as the agent of the Dealer Manager or of the Company (or their affiliates), persons acceptable to the Company to purchase the Shares pursuant to the subscription agreement in the form attached to the Prospectus and in accordance with the terms of the Prospectus. Dealer hereby agrees to diligently make inquiries as required by this Agreement, as set forth in the Prospectus, and as required by all applicable laws of all prospective investors in order to ascertain whether a purchase of the Shares is suitable for each such investor. Those persons who purchase Shares shall will be instructed by the Dealer to make their checks payable to “CIM Income NAV_________________ Bank, N.A, Agent for Xxxxxxx-American Healthcare REIT III, Inc.” orwhere appropriate, alternativelyor directly to Xxxxxxx-American Healthcare REIT III, “CIM REIT” or “Xxxx REIT.” Inc. after the Minimum Offering has been achieved. Dealer hereby agrees to be bound by the terms of the Escrow Agreement executed by and among ________________, as escrow agent, the Dealer Manager and the Company. Checks received by the Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth belowpursuant to one of the following methods: 1. The Dealer Manager may authorize DealerWhere, if Dealer is a “$250,000 broker-dealer,” to instruct its customers to make its checks for Shares subscribed for payable directly pursuant to the Dealer, in which case the Dealer will collect the proceeds of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following procedures: (a) If the Dealer conducts its internal supervisory procedures procedures, internal supervisory review is conducted at the same location where at which subscription documents and checks are initially receivedreceived from subscribers, the Dealer shall conduct its suitability review checks will be transmitted by noon of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents next business day following receipt by Dealer for deposit to the Dealer ManagerCompany. (b) If 2. Where, pursuant to the Dealer’s internal supervisory procedures are to be performed procedures, final internal supervisory review is conducted at a different location location, checks will be transmitted by 5:00 pm of the next business day following receipt by Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”), the subscription documents and check must be transmitted to the Final Review Office by the end of the next business day following receipt by the Dealer of the subscription documents and check. The Final Review Office will, will in turn transmit by the end noon of the next business day following receipt by the Final Review Office of the subscription documents and check, conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents such checks for deposit to the Dealer Managerescrow agent or the Company, as applicable.

Appears in 1 contract

Samples: Dealer Manager Agreement (Griffin-American Healthcare REIT III, Inc.)

Submission of Orders. The submission of orders for the purchase of Shares shall proceed as follows: (a) Each person desiring to purchase Shares in the Offering will be required to complete and execute a subscription agreement in the form attached as an appendix to the Prospectus (the “Subscription Agreement”) and to deliver to the Dealer Manager or Participating Dealer, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) in the amount of the then-current offering price per Share as described above. There shall be a minimum initial purchase by any one purchaser of $4,000 Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Trust to the Dealer Manager). Minimum subsequent purchases of Shares shall be $500 per transaction. Those persons purchasers who purchase Shares shall will be instructed by the Processing Broker-Dealer to make their checks payable to “CIM NorthStar Global Corporate Income NAV, Inc.” or, alternatively, “CIM REIT” or “Xxxx REIT.” Checks Fund-T.” (b) The Processing Broker-Dealer receiving a Subscription Agreement and instrument of payment not conforming to the foregoing instructions shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and instruments of payment received by the Processing Broker-Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following proceduresmethods: (ai) If the Dealer conducts its internal supervisory procedures at the location where subscription documents and checks are initially receivedwhere, the Dealer shall conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents pursuant to the Dealer Manager. (b) If the internal supervisory procedures of the Processing Broker-Dealer, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, then, by noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and instruments of payment to be performed the Trust or to such other account or agent as directed by the Trust; and (ii) where, pursuant to the internal supervisory procedures of the Processing Broker-Dealer, final internal supervisory review is conducted at a different location (the “Final Review Office”), the subscription documents Subscription Agreements and check must instruments of payment will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end noon of the next business day following receipt by the Dealer of the subscription documents and checkProcessing Broker-Dealer. The Final Review Office will, will in turn by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and instruments of payment to the Trust or to such other account or agent as directed by the Trust. (c) Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Trust. The Processing Broker-Dealer shall furnish to the Trust with each delivery of instruments of payment a list of the subscription documents and checksubscribers showing the name, conduct its suitability review address, tax identification number, state of the transaction and if the transaction is suitable residence, amount of Offered Shares subscribed for, and the paperwork is in good order forward the subscription documents to the Dealer Manageramount of money paid.

Appears in 1 contract

Samples: Dealer Manager Agreement (NorthStar Real Estate Capital Income Fund-T)

Submission of Orders. Those persons who purchase Shares shall make their checks payable to “CIM Income NAV, Inc.” or, alternatively, “CIM REIT” or “Xxxx REIT.” Checks received by the Dealer that conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following procedures: (a) If Subject to any individual state requirements and except for units issued to the Dealer conducts its internal supervisory procedures at Company’s existing investors, including pursuant to the location where subscription documents and checks are initially receivedDRP or the Company’s automatic investment plan, the Dealer Company will sell Units only to investors who purchase a minimum of 250 units for an aggregate price of $2,500. In order to satisfy the purchase requirements for retirement plans, a husband and wife may jointly contribute funds from their separate IRAs, provided that each such contribution is made in increments of $500. An investment in Units shall conduct its suitability review not, itself, create a retirement plan, and in order to create a retirement plan an investor must comply with all applicable provisions of the transaction and if Internal Revenue Code. Following the transaction is suitable and the paperwork is in good order forward the subscription documents initial minimum investment, an investor shall not be permitted to the Dealer Managertransfer, fractionalize or subdivide such units so as to retain less than 250 units. (b) If With respect to the Soliciting Dealer’s participation in any resales or transfers of the Units, the Soliciting Dealer agrees to comply with any applicable requirements set forth in Section 2 and to fulfill the obligations pursuant to FINRA Rule 2810. (c) Payments for Units shall be made by checks payable to “[_____________]” and forwarded together with a copy of the Subscription Agreement, executed and initialed by the subscriber as provided for in the Subscription Agreement, to the Company’s escrow agent (the “Escrow Agent”). Funds will be deposited into an escrow account no later than noon of the next business day after receipt of such Subscription Agreement and check (when the Soliciting Dealer’s internal supervisory procedures are to be completed at the site at which the Subscription Agreement and check were received by the Soliciting Dealer) or, when the Soliciting Dealer’s internal supervisory procedures are performed at a different location (the “Final Review Office”), the subscription documents Soliciting Dealer shall transmit the check and check must be transmitted Subscription Agreement to the Final Review Office by the end noon of the next business day following the Soliciting Dealer’s receipt by the Dealer of the subscription documents Subscription Agreement and check. The Final Review Office will, by the end noon of the next business day following its receipt by the Final Review Office of the subscription documents Subscription Agreement and check, conduct its suitability review of forward both the transaction Subscription Agreement and if the transaction is suitable and the paperwork is in good order forward the subscription documents check to the Escrow Agent. If any Subscription Agreement solicited by the Soliciting Dealer Manageris rejected by the Dealer Manager or the Company, the Subscription Agreement and check will be returned to the rejected subscriber within 10 business days from the date of rejection.

Appears in 1 contract

Samples: Soliciting Dealer Agreement (Stratstone/Bluegreen Secured Income Fund, LLC)

Submission of Orders. Those persons (a) Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription agreement in the form attached as an appendix to the Prospectus (the “Subscription Agreement”) and to deliver to the Dealer Manager or Participating Dealer, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) in the amount of $10.00 per Share, subject to discounts for certain categories of purchasers as described above. There shall be a minimum initial purchase by any one purchaser of $2,500 of Primary Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Until such time as the Company has received and accepted subscriptions for at least $2,500,000 in Primary Shares (the “Minimum Offering”) and released the proceeds from such subscriptions from the Escrow Account (or such greater amount as may be applicable in respect of any greater escrow in respect of subscribers from any state), those purchasers who purchase Primary Shares shall will be instructed by the Processing Broker-Dealer to make their checks payable to “CIM Income NAVUMB Bank, N.A., as agent for CM REIT, Inc.” orThereafter, alternativelythose persons who purchase Primary Shares will be instructed by the Processing Broker-Dealer to make their checks payable to “CM REIT, “CIM REIT” or “Xxxx REIT.” Checks Inc.” (b) The Processing Broker-Dealer receiving a Subscription Agreement and instrument of payment not conforming to the foregoing instructions shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and instruments of payment received by the Processing Broker-Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following proceduresmethods: (ai) If the Dealer conducts its internal supervisory procedures at the location where subscription documents and checks are initially receivedwhere, the Dealer shall conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents pursuant to the Dealer Manager. (b) If the internal supervisory procedures of the Processing Broker-Dealer, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, then, by noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and instruments of payment to be performed the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or to such other account or agent as directed by the Company; and (ii) where, pursuant to the internal supervisory procedures of the Processing Broker-Dealer, final internal supervisory review is conducted at a different location (the “Final Review Office”), the subscription documents Subscription Agreements and check must instruments of payment will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end noon of the next business day following receipt by the Dealer of the subscription documents and checkProcessing Broker-Dealer. The Final Review Office will, will in turn by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and instruments of payment to the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or to such other account or agent as directed by the Company. (c) Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Escrow Agent. The Processing Broker-Dealer shall furnish to the Escrow Agent with each delivery of instruments of payment a list of the subscription documents and checksubscribers showing the name, conduct its suitability review address, tax identification number, state of the transaction and if the transaction is suitable residence, amount of Offered Shares subscribed for, and the paperwork is in good order forward the subscription documents to the Dealer Manageramount of money paid.

Appears in 1 contract

Samples: Dealer Manager Agreement (CM REIT, Inc.)

Submission of Orders. Those persons 13.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order for the purchase price of the Offered Shares (a “Subscription Payment”). Except as otherwise permitted by the Fund or indicated in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRP, as described in the Prospectus, or as otherwise permitted by the Fund. Investors who purchase Offered Shares shall make their checks payable to “CIM Income NAV, Inc.” or, alternatively, “CIM REIT” or “Xxxx REITFS Global Credit Opportunities Fund—ADV.” Checks The Fund will sell the Offered Shares at an initial public offering price equal to the NAV per common share of FSGCO on the date of the initial weekly closing in the Offering and, thereafter, the Fund will sell the Offered Shares on a continuous basis at a public offering price equal to the Fund’s then current NAV per Common Share. In no event shall the aggregate underwriting compensation from all sources (determined in accordance with applicable FINRA rules), including Distribution Fees, Contingent Deferred Sales Charges and the reimbursement of training and educational expenses, bona fide due diligence expenses and the fees and expenses of legal counsel (except for reimbursement of “blue sky” fees) to participating FINRA members in connection with the Offering, exceed 8.0% of the gross offering proceeds received in the Offering. Each investor desiring to purchase Offered Shares in the Offering must submit subscriptions for a certain dollar amount, rather than a number of Offered Shares and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and Subscription Payments received by the Processing Broker-Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable methods described in the manner described above for the aggregate amount of the subscription proceedsthis Section 13. Transmittal of received investor funds will be made in accordance with the following procedures:. The Dealer Manager may authorize certain Selected Dealers that are “$250,000 broker-dealers” to instruct their customers to make their checks for Offered Shares subscribed for payable directly to the Selected Dealer. In such case, the Selected Dealer will collect the proceeds of the subscribers’ checks and issue a check or wire transfer for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADV.” (a) 13.2 If the Processing Broker-Dealer conducts its internal supervisory procedures review at the same location where subscription documents at which Subscription Agreements and checks Subscription Payments are initially receivedreceived from subscribers, then, by noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer shall conduct its suitability review of will transmit the transaction Subscription Agreements and if the transaction is suitable and the paperwork is in good order forward the subscription documents Subscription Payments for deposit to the Dealer ManagerFund or its designated agent. (b) 13.3 If the Processing Broker-Dealer conducts its internal supervisory procedures are to be performed review at a different location (the “Final Review Office”), the subscription documents Subscription Agreements and check must Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end noon of the next business day following receipt by the Dealer of the subscription documents and checkProcessing Broker-Dealer. The Final Review Office willwill in turn, by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account directly for deposit to the Fund or its designated agent. The Processing Broker-Dealer shall furnish to the Escrow Agent, the Fund or its designated agent, as applicable, with each delivery of Subscription Payments a list of the subscription documents and checksubscribers showing the name, conduct its suitability review address, tax identification number, state of the transaction and if the transaction is suitable residence, amount of Offered Shares subscribed for and the paperwork is in good order forward the subscription documents to the Dealer Manageramount of money paid.

Appears in 1 contract

Samples: Dealer Manager Agreement (FS Global Credit Opportunities Fund - ADV)

Submission of Orders. Those persons who Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription agreement (“Subscription Agreement”) in the form attached as an Appendix to the Prospectus and to deliver to Participating Dealer such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) in the initial amount of $10.00 per Share, or such other purchase price per Share that the Company’s Board of Directors may establish from time to time (subject to available discounts based upon the volume of Shares purchased and for certain categories of purchasers, as specified in the Prospectus). There shall be a minimum initial purchase by any one purchaser of $4,000 in Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Shares shall make their checks payable be $100 per transaction. Any Subscription Agreement and instrument of payment not conforming to “CIM Income NAV, Inc.” or, alternatively, “CIM REIT” or “Xxxx REIT.” Checks the foregoing instructions shall be returned to such subscriber not later than the end of the second business day following receipt by Participating Dealer of such materials. Subscription Agreements and instruments of payment received by the Participating Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following proceduresmethods: (a) If the Dealer conducts its where, pursuant to Participating Dealer’s internal supervisory procedures procedures, internal supervisory review is conducted at the same location where subscription documents at which Subscription Agreements and checks instruments of payment are initially receivedreceived from subscribers, the Dealer shall conduct its suitability review then, by noon of the transaction next business day following receipt by Participating Dealer, Participating Dealer will transmit the Subscription Agreements and if the transaction is suitable and the paperwork is in good order forward the subscription documents instrument of payment to the Dealer Manager.Company or to such other account or agent as directed by the Company; and (b) If the where, pursuant to Participating Dealer’s internal supervisory procedures are to be performed procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), the subscription documents then Subscription Agreements and check must instruments of payment will be transmitted by Participating Dealer to the Final Review Office by the end noon of the next business day following receipt by the Dealer of the subscription documents and checkParticipating Dealer. The Final Review Office willwill in turn, by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and instrument of the subscription documents and check, conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward the subscription documents payment to the Company or to such other account or agent as directed by the Company. (c) Participating Dealer Managerunderstands that the Company and/or the Dealer Manager reserves the unconditional right to reject any order for any or no reason.

Appears in 1 contract

Samples: Dealer Manager Agreement (Steadfast Income REIT, Inc.)

Submission of Orders. 15.1. The Company will sell Shares using two closing services provided by The Depository Trust Company (“DTC”). The first service is DTC closing (“DTC Settlement”), and the second service is Direct Registration Service (“DRS Settlement”). A sale of a Share shall be deemed by the Company to be completed if and only if (i) the Company has received payment of the full purchase price of each purchased Share, from an investor who satisfies the minimum purchase requirements set forth in the Registration Statement as determined by the Financial Intermediary, or the Dealer Manager, as applicable, in accordance with the provisions of this Agreement, (ii) the Company has accepted such subscription, and, if using DRS Settlement, a properly completed and executed subscription agreement, and (iii) the Company has instructed the issuance of purchased Shares. In addition, no sale of Shares shall be completed until after the date on which the subscriber receives a copy of the Prospectus. The Dealer Manager hereby acknowledges and agrees that the Company, in its sole and absolute discretion, may accept or reject any subscription, in whole or in part, for any reason whatsoever or no reason, and no commission or Dealer Manager Fxx will be paid to the Dealer Manager with respect to that portion of any subscription which is rejected. Further, the Company has the sole right, which it may delegate to the Dealer Manager, to determine and change without notice to the Dealer Manager or Financial Intermediary: (i) the number and timing of closings, including the ability to change the number and timing of closings after communicating the anticipated closing to the Financial Intermediary; (ii) to limit the total amount of Series E-1 Preferred Stock sold or recommended by all Financial Intermediaries per closing; and (iii) to limit the total number of shares of Series E-1 Preferred Stock sold or recommended by the Financial Intermediary. 15.2. Subscriptions using DRS Settlement will be submitted by the Dealer Manager and each Financial Intermediary to the Company only on the subscription agreement, a form of which has been filed with the Commission by the Company. The Dealer Manager understands and acknowledges, and each Financial Intermediary shall acknowledge if using DRS Settlement, that the subscription agreement must be executed and initialed by the subscriber as provided for by the subscription agreement. 15.3. Those persons who purchase Shares shall using DRS Settlement will be instructed by the Dealer Manager or the Financial Intermediary to make their checks payable as provided in the Prospectus and subscription agreement for the Offering of Shares in the Company. The Dealer Manager and any Financial Intermediary receiving a check that does not conform to “CIM Income NAV, Inc.” or, alternatively, “CIM REIT” or “Xxxx REIT.” the instructions in the Prospectus and subscription agreement shall promptly return such check directly to such subscriber. Checks received by the Dealer that Manager or Financial Intermediary which conform to the foregoing instructions in the Prospectus and subscription agreement shall be transmitted for deposit as set forth belowpursuant to one of the methods described in this Section 15. 15.4. The Dealer Manager may authorize DealerIn connection with DRS Settlement, if Dealer is a “$250,000 broker-dealer,” to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds of the subscriber’s checks and issue a check made payable in the manner described above for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following procedures: (a) If the Dealer Financial Intermediary conducts its internal supervisory review procedures at the same location where at which subscription documents and checks are initially receivedreceived by the Financial Intermediary from subscribers, then: (a) by the end of the next business day following receipt by the Financial Intermediary, the Dealer shall conduct its suitability review of the transaction and if the transaction is suitable and the paperwork is in good order forward Financial Intermediary will transmit the subscription documents including the subscription agreements, executed and initialed by the subscriber as provided for in the Prospectus, and the checks to the Dealer Manager.Manager or directly to the Escrow Agent; and (b) by the end of the next business day following the Dealer Manager’s receipt of the subscription documents and checks, if the checks did not go directly to the Escrow Agent, the Dealer Manager will transmit the checks to the Escrow Agent. 15.5. If pursuant to the Financial Intermediary’s internal supervisory procedures, the Financial Intermediary conducts its final internal supervisory review procedures are to be performed at a different location (the “Final Review Office”), ) then: (a) the subscription documents documents, including the subscription agreements, executed and check must initialed by the subscriber as provided for in the Prospectus, and checks will be transmitted by the Financial Intermediary to the Final Review Office by the end of the next business day following receipt by the Dealer of Financial Intermediary; (b) the subscription documents and check. The Final Review Office will, will in turn by the end of the next business day following their receipt by the Final Review Office Office, transmit the subscription documents, including the subscription agreements, executed and initialed by the subscriber as provided for in the Prospectus, and the checks to the Dealer Manager or directly to the Escrow Agent; and (c) by the end of the next business day following the Dealer Manager’s receipt of the subscription documents and checkchecks, conduct its suitability review if the checks did not go directly to the Escrow Agent, the Dealer Manager will transmit the checks and copies of the transaction executed subscription agreements to the Escrow Agent, and if copies of the transaction is suitable checks and the paperwork is in good order forward original subscription documents, including the subscription documents agreements, executed and initialed by the subscriber as provided for in the Prospectus, to the Dealer ManagerCompany. 15.6. Checks and the original subscription agreements of rejected potential investors will be promptly returned to such rejected investors within ten (10) business days from the date of rejection.

Appears in 1 contract

Samples: Dealer Manager Agreement (Applied Digital Corp.)

Submission of Orders. Those persons 13.1 Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to the Selected Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order for the purchase price of the Offered Shares (a “Subscription Payment”). Except as otherwise permitted by the Fund or indicated in the Prospectus, there shall be a minimum initial purchase by any one purchaser of $5,000 in Offered Shares. Minimum subsequent purchases of Offered Shares shall be $500 per transaction, except for purchases made pursuant to the Fund’s DRP, as described in the Prospectus, or as otherwise permitted by the Fund. Investors who purchase Offered Shares shall make their checks payable to “CIM Income NAV, Inc.” or, alternatively, “CIM REIT” or “Xxxx REITFS Global Credit Opportunities Fund—ADV.” Checks The Fund will sell the Offered Shares at an initial public offering price equal to the NAV per common share of FSGCO on the date of the initial weekly closing in the Offering and, thereafter, the Fund will sell the Offered Shares on a continuous basis at a public offering price equal to the Fund’s then current NAV per Common Share. In no event shall the aggregate underwriting compensation from all sources (determined in accordance with applicable FINRA rules), including Distribution Fees and the reimbursement of training and educational expenses, bona fide due diligence expenses and the fees and expenses of legal counsel (except for reimbursement of “blue sky” fees) to participating FINRA members in connection with the Offering, exceed 8.0% of the gross offering proceeds received in the Offering. Each investor desiring to purchase Offered Shares in the Offering must submit subscriptions for a certain dollar amount, rather than a number of Offered Shares and, as a result, may receive fractional Offered Shares. The Processing Broker-Dealer receiving a Subscription Agreement and Subscription Payment not conforming to the foregoing instructions shall return such Subscription Agreement and Subscription Payment directly to such subscriber not later than the end of the second business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and Subscription Payments received by the Processing Broker-Dealer that which conform to the foregoing instructions shall be transmitted for deposit as set forth below. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer,” pursuant to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds one of the subscriber’s checks and issue a check made payable methods described in the manner described above for the aggregate amount of the subscription proceedsthis Section 13. Transmittal of received investor funds will be made in accordance with the following procedures:. The Dealer Manager may authorize certain Selected Dealers that are “$250,000 broker-dealers” to instruct their customers to make their checks for Offered Shares subscribed for payable directly to the Selected Dealer. In such case, the Selected Dealer will collect the proceeds of the subscribers’ checks and issue a check or wire transfer for the aggregate amount of the subscription proceeds made payable to “FS Global Credit Opportunities Fund—ADV.” (a) 13.2 If the Processing Broker-Dealer conducts its internal supervisory procedures review at the same location where subscription documents at which Subscription Agreements and checks Subscription Payments are initially receivedreceived from subscribers, then, by noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer shall conduct its suitability review of will transmit the transaction Subscription Agreements and if the transaction is suitable and the paperwork is in good order forward the subscription documents Subscription Payments for deposit to the Dealer ManagerFund or its designated agent. (b) 13.3 If the Processing Broker-Dealer conducts its internal supervisory procedures are to be performed review at a different location (the “Final Review Office”), the subscription documents Subscription Agreements and check must Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end noon of the next business day following receipt by the Dealer of the subscription documents and checkProcessing Broker-Dealer. The Final Review Office willwill in turn, by the end noon of the next business day following receipt by the Final Review Office Office, transmit such Subscription Agreements and Subscription Payments for deposit to the Fund or its designated agent. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and Subscription Payment for such account directly for deposit to the Fund or its designated agent. The Processing Broker-Dealer shall furnish to the Escrow Agent, the Fund or its designated agent, as applicable, with each delivery of Subscription Payments a list of the subscription documents and checksubscribers showing the name, conduct its suitability review address, tax identification number, state of the transaction and if the transaction is suitable residence, amount of Offered Shares subscribed for and the paperwork is in good order forward the subscription documents to the Dealer Manageramount of money paid.

Appears in 1 contract

Samples: Dealer Manager Agreement (FS Global Credit Opportunities Fund - ADV)

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