Authorization to Sell. You are to offer and sell shares only at the regular public price currently determined by the respective Funds in the manner described in their offering Prospectuses. This Agreement on your part runs to us and to the respective Funds and is for the benefit of and enforceable by each. The offering Prospectuses and this Agreement set forth the terms applicable to members of the Selling Group and all other representations or documents are subordinate. You understand that Class 529 shares of the Funds are available only as underlying investments through the Program.
Authorization to Sell. You may offer to non-retirement plan Clients that are participating in the Program, Shares of the Funds only at the regular public price currently determined by the respective Funds in the manner described in their offering Prospectuses. The offering Prospectuses and this Agreement set forth the terms applicable to your making Fund Shares available to your clients and all other representations or documents are subordinate. If you offer Class A shares of the Funds on a load-waived basis pursuant to an Addendum to your American Funds Selling Group Agreement, that Addendum is terminated as to any new accounts effective March 15, 2001. However, you may continue to offer Class A shares of the Funds on a load-waived basis to accounts existing on March 15, 2001. Class F shares are not available to retirement plan Clients, only Class R shares may be used. The terms of your Selling Group Agreement with us will control that arrangement.
Authorization to Sell. You may offer to Clients that are participating in the Program Shares of the Funds only at the regular public price currently determined by the respective Funds in the manner described in their offering Prospectuses. The offering Prospectuses and this Agreement set forth the terms applicable to your making Fund Shares available to your clients and all other representations or documents are subordinate. If you offer Class A shares of the Funds on a load-waived basis pursuant to an Addendum to your American Funds Selling Group Agreement, that Addendum is terminated as to any new accounts effective March 15, 2001. However, you may continue to offer Class A shares of the Funds on a load-waived basis to accounts existing on March 15, 2001.
Authorization to Sell. Prior to the Closing, Seller shall have obtained any and all authorizations and approvals necessary to sell the Property pursuant to the Dissolution Legislation.
Authorization to Sell. As from the day following the general meeting of the shareholders approving the financial statement for the fiscal year ending December 31st 2005 and as long as Innoven holds Transferable Securities, Innoven will be entitled to grant an exclusive authorization to sell (hereinafter referred to as the “Authorization”) to an internationally reputed merchant bank in order to find a Third Party acquirer for all the Transferable Securities issued by the Company.
Authorization to Sell. With respect to the rights of first offer triggered pursuant to Section 8.1 above, if (i) the applicable Exercise Period has expired and the Other Member has not delivered a First Offer Exercise Notice or (ii) the Other Member shall default in the acquisition of the Offered Interest after delivering a First Offer Exercise Notice (the date either such events occur, the “Authorization Date”), the Electing Member, shall have the right, without the consent of the Other Member, on behalf of the Company and any Subsidiary, to cause the Managing Member to enter into an arms’ length contract of sale for the sale of the Project to the type of Person specified in the notice of the Trigger Sale (i.e., if the purchaser specified in the notice would be a permitted transferee under the terms of the Loan Documents (whether as a matter of right or, to the extent a loan assumption is provided for in the Loan Documents, by obtaining Lender, rating agency or other approval), the purchaser shall be required to assume the Loan; otherwise, the Company (through its Subsidiaries) shall be required to pay any applicable prepayment premiums, defeasance charges or similar fees), on such terms and conditions as the Electing Member shall determine in its sole discretion, provided, however, that, (a) the price shall not be lower than the Proposed Asset Purchase Price by more than Fifty Million and 00/100 Dollars ($50,000,000.00), (b) such sale is consummated within one hundred eighty (180) days after the Authorization Date (subject to normal and customary extensions), and (c) the sale of the Amenities Property, or the sale of the loans evidenced and/or secured by the Amenities Loan Documents, shall be structured as a sale of the direct and indirect membership interests in Amenities Membership Owner, and not a sale of the fee title to the Amenities Property or of such loans themselves (collectively, the “Sale Conditions”). The sale shall be conducted using a Qualified Sales Broker. If any of the Sale Conditions are not satisfied, then the Electing Member shall again be required to comply with the notice and right of first offer set forth in Section 8.1. The Managing Member shall deliver to the Members promptly after execution and delivery thereof, a true, correct and complete copy of the sale contract.
Authorization to Sell. The Seller has full power and authority to execute and deliver this Agreement and to perform this Seller's obligations hereunder. This Agreement constitutes the valid and legal obligation of the Seller enforceable in accordance with its terms and conditions, except as such enforceability may be subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors rights, and subject to the application of general equity principles. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.
Authorization to Sell. The execution and delivery of this Agreement and the consummation of the Transaction have been duly and validly authorized by all necessary corporate actions on the part of the Vendor.
Authorization to Sell. Prior to the Closing, Seller shall have obtained any and all authorizations and approvals necessary to sell the Property pursuant to the Dissolution Legislation, including California Department of Finance approval of the Oversight Board resolution approving the sale of the Property to Buyer on the terms and conditions set forth herein. 1170099 1/29/2015
Authorization to Sell. Global hereby authorizes Geo to advertise, distribute, sell, execute application developments, make technical advancements and improvements upon, and otherwise manage the sale of all C4 encryption software products for which licenses have been or will be granted to Global by Focus Systems Corporation and/or it subsidiaries.
