Common use of OFFERING AND SALE OF THE SHARES Clause in Contracts

OFFERING AND SALE OF THE SHARES. Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby appoints the Dealer Managers as its agents and exclusive distributors to solicit and, subject to Section 3(b), to retain the Soliciting Dealers (as defined in Section 3(b)) to solicit subscriptions for the Primary Shares at the subscription price to be paid in cash. The Dealer Managers hereby accept such agency and exclusive distributorship and agree to use their reasonable best efforts to sell or cause to be sold the Primary Shares in such quantities and to such Persons in accordance with such terms as are set forth in this Agreement, the Prospectus and the Registration Statement. Subject to Section 3(a), the Dealer Managers shall do so during the period commencing on the initial Effective Date and ending on the earliest to occur of the following: (1) sixty (60) days after the initial Effective Date of the Registration Statement, (2) the acceptance by the Company of subscriptions for 8,800,000 Primary Shares; (3) the termination of the Offering by the Company, which the Company shall have the right to terminate in its sole and absolute discretion at any time; (4) the termination of the effectiveness of the Registration Statement; (5) the closing of the Offering following the acceptance by the Company of subscriptions for a minimum of 5,400,000 Primary Shares; and (6) the liquidation or dissolution of the Company (such period being the “Offering Period”).

Appears in 2 contracts

Samples: Escrow Agreement (American Realty Capital Properties, Inc.), Escrow Agreement (American Realty Capital Properties, Inc.)

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OFFERING AND SALE OF THE SHARES. Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby appoints the Dealer Managers as its agents and exclusive distributors to solicit and, subject to Section 3(b3(a), to retain the Soliciting Dealers (as defined in Section 3(b3(a)) to solicit subscriptions for the Primary Shares at the subscription price to be paid in cash. The Dealer Managers hereby accept such agency and exclusive distributorship and agree to use their reasonable best efforts to sell or cause to be sold the Primary Shares in such quantities and to such Persons in accordance with such terms as are set forth in this Agreement, the Prospectus and the Registration Statement. Subject to Section 3(a), the The Dealer Managers shall do so during the period commencing on the initial Effective Date and ending on the earliest to occur of the following: (1) sixty (60) days after the initial Effective Date of the Registration Statement, (2) the acceptance by the Company of subscriptions for 8,800,000 Primary Shares; (3) the termination of the Offering by the Company, which the Company shall have the right to terminate in its sole and absolute discretion at any time; (4) the termination of the effectiveness of the Registration Statement; (5) the closing of the Offering following the acceptance by the Company of subscriptions for a minimum of 5,400,000 Primary Shares; and (6) the liquidation or dissolution of the Company (such period being the “Offering Period”).

Appears in 1 contract

Samples: Dealer Manager Agreement (American Realty Capital Properties, Inc.)

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OFFERING AND SALE OF THE SHARES. Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby appoints the Dealer Managers as its agents and exclusive distributors to solicit and, subject to Section 3(b3(a), to retain the Soliciting Dealers (as defined in Section 3(b3(a)) to solicit subscriptions for the Primary Shares at the subscription price to be paid in cash. The Dealer Managers hereby accept such agency and exclusive distributorship and agree to use their reasonable best efforts to sell or cause to be sold the Primary Shares in such quantities and to such Persons in accordance with such terms as are set forth in this Agreement, the Prospectus and the Registration Statement. Subject to Section 3(a), the The Dealer Managers shall do so during the period commencing on the initial Effective Date and ending on the earliest to occur of the following: (1) sixty sixty-one (6061) days after the initial Effective Date of the Registration Statement, (2) the acceptance by the Company of subscriptions for 8,800,000 Primary Shares; (3) the termination of the Offering by the Company, which the Company shall have the right to terminate in its sole and absolute discretion at any time; (4) the termination of the effectiveness of the Registration Statement; (5) the closing of the Offering following the acceptance by the Company of subscriptions for a minimum of 5,400,000 Primary Shares; and (6) the liquidation or dissolution of the Company (such period being the “Offering Period”).

Appears in 1 contract

Samples: Dealer Manager Agreement (American Realty Capital Properties, Inc.)

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