Special Sales definition

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Special Sales shall have the meaning ascribed to it in the Prospectus. The Marketing Contribution and Due Diligence Expense Allowance will, however, be allowed and paid with respect to those sales which are "Special Sales" solely by virtue of (a) the presence of a contract for investment advisory and related brokerage services with the proposed investor/subscriber which includes a fixed or "wrap" fee feature , (b) being sales to the Soliciting Dealers and their respective officers and employees and certain of their respective affiliates who request and are entitled to purchase Shares net of selling commissions, and (c) being sales of Shares which are entitled to a volume discount, including the Shares credited to an investor as a result of a volume discount. Any subsequent purchases of Shares by investors who initially purchased Shares net of the 7% selling commission are limited to a maximum discount of 5% of the public offering price per Share. Your compensation may also be adjusted in the manner set forth in Section 4(g) of the Dealer Manager Agreement. Notwithstanding the foregoing, it is understood and agreed that no commission shall be payable with respect to particular Shares if the Company rejects a proposed subscriber's Subscription Agreement, which it may do, as provided in the form of Subscription Agreement for any reason or for no reason. Accordingly, you shall have no authority to issue a confirmation (pursuant to Exchange Act Rule 10b-10) to any subscriber; such authority residing solely in us, as the Dealer Manager and processing broker-dealer.

Special Sales means a sale of Shares: (i) to one or more Soliciting Dealers and their respective officers and employees and certain of their respective affiliates who request and are entitled to purchase Shares net of selling commissions; (ii) Shares credited to an investor as a result of a volume discount; or (iii) sales of Shares to certain investors whose contracts for investment advisory and related brokerage services include a fixed or "wrap" fee feature. The marketing contribution and due diligence expense allowance will, however, be paid and may be reallowed in respect of any Special Sales. The volume discount on any subsequent purchase of Shares by investors who initially purchase Shares net of the selling commission shall be limited to a maximum discount equal to five percent (5.0%) of the public offering price per Share. Notwithstanding the foregoing, no commission shall be payable on any subscription rejected by the Company. Accordingly, the authority to issue a confirmation (pursuant to Exchange Act Rule 10b-10) resides solely in us, in our capacity as the Dealer Manager and processing broker-dealer.

Examples of Special Sales in a sentence

The City is exempt from federal excise tax and Missouri sales tax and the Contractor shall not charge the same to the City and shall comply in all respects with the Special Sales Tax Provisions of the General Conditions.
The term "Special Sales" shall have the meaning ascribed to it in the Prospectus.
The Dealer Manager will not reallow Selling Commissions or the Dealer Manager Fees in connection with certain Special Sales of Class A Shares.
The Company will not pay Selling Commissions or the Dealer Manager Fees in connection with certain Special Sales of Class A Shares.
Certain other Special Sales shall be effected directly by the Company and not pursuant to this Agreement, and no selling commission shall be payable in connection with such Special Sales, including sales to one or more Soliciting Dealers and their respective officers and employees and certain of their respective affiliates who request and are entitled to purchase Shares net of selling commissions.
The Company will not pay Selling Commissions, but will pay the Dealer Manager Fee, in connection with certain Special Sales of Class A Shares.
The Company will not pay the Selling Commissions in respect of Special Sales.
In lieu of reimbursement of specific expenses, you will also receive, subject to the limitations described herein and in the Prospectus, a marketing contribution (equal to 2.5%) and due diligence expense allowance (equal to 0.5%), both aggregating 3% of the sale price from the 250,000,000 Shares offered on a "best efforts" basis (except for certain Special Sales), some portion of which may be reallowed by you to the Soliciting Dealers.
The Dealer Manager will not reallow Selling Commissions, but subject to the conditions and limitations in this Agreement, will reallow one and three-eighths percent (1.375%) of the price per Share out of the Dealer Manager Fee to the Soliciting Dealer in connection with certain Special Sales of Class A Shares by the Soliciting Dealer.
The Company agrees to pay to you a selling commission of 7.5%, of which 7% may be reallowed by you to the Soliciting Dealers, of the sales price for each Share sold (except for Special Sales) from the 250,000,000 Shares offered on a "best efforts" basis, as set forth in the Prospectus under the caption "Plan of Distribution," subject to the limitations described below.

More Definitions of Special Sales

Special Sales means *[Redacted]*. The Parties may agree from time to time to exclude certain Special Sales from this Agreement and such excluded Special Sales shall not be included in the Take or Pay Commitment hereunder.