Common use of Completed Sale Clause in Contracts

Completed Sale. A sale of a Share shall be deemed by the Company to be completed for purposes of Section 3(d) if and only if (i) the Company has received a properly completed and executed Subscription Agreement, together with payment of the full purchase price of each purchased Share (which includes the applicable Selling Commissions and Dealer Manager Fees), from an investor who satisfies the applicable suitability standards and minimum purchase requirements set forth in the Registration Statement as determined by the Soliciting Dealer, or the Dealer Manager, as applicable, in accordance with the provisions of this Agreement, (ii) the Company has accepted such subscription, and (iii) such investor has been admitted as a stockholder of the Company. In addition, no sale of Shares shall be completed until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. The Dealer Manager hereby acknowledges and agrees that (i) 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, (ii) no Selling Commission or Dealer Manager Fee will be paid to the Dealer Manager with respect to that portion of any subscription which is rejected and (iii) the Company is acting as an intermediary with respect to the Selling Commissions and Dealer Manager Fees payable to the Dealer Manager, and shall pay amounts to the Dealer Manager in accordance with this Agreement if received from an investor in connection with its purchase of Shares.

Appears in 18 contracts

Samples: Exclusive Dealer Manager Agreement (Phillips Edison - ARC Grocery Center REIT II, Inc.), Exclusive Dealer Manager Agreement (American Realty Capital Global Trust II, Inc.), Exclusive Dealer Manager Agreement (RCS Capital Corp)

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Completed Sale. A sale of a Share Unit shall be deemed by the Company to be completed for purposes of Section 3(d) if and only if (i) the Company has received a properly completed and executed Subscription Agreement, together with payment of the full purchase price of each purchased Share Units (which includes the applicable Selling Commissions and Dealer Manager Fees), from an investor who satisfies the applicable suitability standards and minimum purchase requirements set forth in the Registration Statement as determined by the Soliciting Dealer, or the Dealer Manager, as applicable, in accordance with the provisions of this Agreement, (ii) the Company has accepted such subscription, and (iii) such investor has been admitted as a stockholder unitholder of the Company. In addition, no sale of Shares Units shall be completed until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. The Dealer Manager hereby acknowledges and agrees that (i) 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, (ii) no Selling Commission or Dealer Manager Fee will be paid to the Dealer Manager with respect to that portion of any subscription which is rejected and (iii) the Company is acting as an intermediary with respect to the Selling Commissions and Dealer Manager Fees payable to the Dealer Manager, and shall pay amounts to the Dealer Manager in accordance with this Agreement if received from an investor in connection with its purchase of SharesUnits.

Appears in 2 contracts

Samples: Exclusive Dealer Manager Agreement (American Energy Capital Partners, LP), Exclusive Dealer Manager Agreement (American Energy Capital Partners, LP)

Completed Sale. The Company will sell Units directly (“Direct Settlement”) or through a closing service provided by the Depository Trust Company (“DTC”), DTC closing (“DTC Settlement”). A sale of a Share Unit shall be deemed by the Company to be completed for purposes of Section 3(d) if and only if (i) the Company has received a properly completed and executed Subscription Agreement, together with payment of the full purchase price of each purchased Share (which includes the applicable Selling Commissions and Dealer Manager Fees)Unit, from an investor who satisfies the applicable suitability standards and minimum purchase requirements set forth in the Registration Statement as determined by the Soliciting Dealer, or the Dealer Manager, as applicable, in accordance with the provisions of this Agreement, (ii) the Company has accepted such subscription, and, if using Direct Settlement, a properly completed and executed Subscription Agreement, and (iii) such investor has been admitted as a stockholder of issued the CompanyL Bond. In addition, no sale of Shares Units shall be completed until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. The Dealer Manager hereby acknowledges and agrees that (i) 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, (ii) and no Selling Commission commission or Dealer Manager Fee (as defined below) will be paid to the Dealer Manager with respect to that portion of any subscription which is rejected and (iii) rejected. As used in this Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions in the Company is acting as an intermediary with respect State of Texas are authorized or obligated by law or executive order to the Selling Commissions and Dealer Manager Fees payable to the Dealer Manager, and shall pay amounts to the Dealer Manager in accordance with this Agreement if received from an investor in connection with its purchase of Sharesclose.

Appears in 1 contract

Samples: Dealer Manager Agreement (GWG Holdings, Inc.)

Completed Sale. A sale of a Share shall be deemed by the Company to be completed for purposes of Section 3(d) if and only if (i) the Company has received a properly completed and executed Subscription Agreement, together with payment of the full purchase price of each purchased Share (which includes the applicable Selling Commissions and Dealer Manager Fees), from an investor who satisfies the applicable suitability standards and minimum purchase requirements set forth in the Registration Statement as determined by the Soliciting Dealer, or the Dealer Manager, as applicable, in accordance with the provisions of this Agreement, (ii) the Company has accepted such subscription, and (iii) such investor has been admitted as a stockholder of the Company. In addition, no sale of Shares shall be completed until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. The Dealer Manager hereby acknowledges and agrees that (i) 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, (ii) no Selling Commission or Dealer Manager Fee will be paid to the Dealer Manager with respect to that portion of any subscription which is rejected and (iii) the Company is acting as an intermediary with respect to the Selling Commissions and Dealer Manager Fees payable to the Dealer Manager, and shall pay all such amounts to the Dealer Manager in accordance with this Agreement if received from an investor investors in connection with its purchase of Shares.

Appears in 1 contract

Samples: Exclusive Dealer Manager Agreement (ARC Realty Finance Trust, Inc.)

Completed Sale. The Company will sell Units directly (“Direct Settlement”) or through a closing service provided by the Depository Trust Company (“DTC”), DTC closing (“DTC Settlement”). A sale of a Share Unit shall be deemed by the Company to be completed for purposes of Section 3(d) if and only if (i) the Company has received a properly completed and executed Subscription Agreement, together with payment of the full purchase price of each purchased Share (which includes the applicable Selling Commissions and Dealer Manager Fees)Unit, from an investor who satisfies the applicable suitability standards and minimum purchase requirements set forth in the Registration Statement as determined by the Soliciting Dealer, or the Dealer Manager, as applicable, in accordance with the provisions of this Agreement, (ii) the Company has accepted such subscription, and, if using Direct Settlement, a properly completed and executed Subscription Agreement, and (iii) such investor has been admitted as a stockholder of issued the CompanyL Bond. In addition, no sale of Shares Units shall be completed until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. The Dealer Manager hereby acknowledges and agrees that (i) 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, (ii) and no Selling Commission commission or Dealer Manager Fee (as defined below) will be paid to the Dealer Manager with respect to that portion of any subscription which is rejected and (iii) rejected. As used in this Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions in the Company is acting as an intermediary with respect State of New York are authorized or obligated by law or executive order to the Selling Commissions and Dealer Manager Fees payable to the Dealer Manager, and shall pay amounts to the Dealer Manager in accordance with this Agreement if received from an investor in connection with its purchase of Sharesclose.

Appears in 1 contract

Samples: Dealer Manager Agreement (GWG Life, LLC)

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Completed Sale. A sale of a Share Unit shall be deemed by the Company Partnership to be completed for purposes of Section 3(d) if and only if (i) the Company Partnership has received a properly completed and executed Subscription Agreement, together with payment of the full purchase price of each purchased Share Unit (which includes the applicable Selling Commissions and Dealer Manager Fees), from an investor who satisfies the applicable suitability standards and minimum purchase requirements set forth in the Registration Statement as determined by the Soliciting Dealer, or the Dealer Manager, as applicable, in accordance with the provisions of this Agreement, (ii) the Company Partnership has accepted such subscription, and (iii) such investor has been admitted as a stockholder unitholder of the CompanyPartnership. In addition, no sale of Shares Units shall be completed until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. The Dealer Manager hereby acknowledges and agrees that (i) the CompanyPartnership, in its sole and absolute discretion, may accept or reject any subscription, in whole or in part, for any reason whatsoever or no reason, (ii) no Selling Commission or Dealer Manager Fee will be paid to the Dealer Manager with respect to that portion of any subscription which is rejected and (iii) the Company Partnership is acting as an intermediary with respect to the Selling Commissions and Dealer Manager Fees payable to the Dealer Manager, and shall pay amounts to the Dealer Manager in accordance with this Agreement if received from an investor in connection with its purchase of SharesUnits.

Appears in 1 contract

Samples: Exclusive Dealer Manager Agreement (Atlas Growth Partners, L.P.)

Completed Sale. A sale of a Share shall be deemed by the Company to be completed for purposes of Section 3(d) if and only if (i) the Company has received a properly completed and executed Subscription Agreement, together with payment of the full purchase price of each purchased Share (which includes the applicable Selling Commissions and Dealer Manager Fees), from an investor who satisfies the applicable suitability standards and minimum purchase requirements set forth in the Registration Statement as determined by the Soliciting Dealer, or the Dealer Manager, as applicable, in accordance with the provisions of this Agreement, (ii) the Company has accepted such subscription, and (iii) such investor has been admitted as a stockholder of the Company. In addition, no sale of Shares shall be completed until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. The Dealer Manager hereby acknowledges and agrees that (i) 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, (ii) no Selling Commission or Dealer Manager Fee will be paid to the Dealer Manager with respect to that portion of any subscription which is rejected and (iii) the Company is acting as an intermediary with respect to the Selling Commissions and Dealer Manager Fees payable to the Dealer Manager, and shall pay all such amounts to the Dealer Manager in accordance with this Agreement if received from an investor in connection with its purchase of Shares.

Appears in 1 contract

Samples: Exclusive Dealer Manager Agreement (American Realty Capital Healthcare Trust II, Inc.)

Completed Sale. The Company will sell Shares directly (“Direct Settlement”) or through a closing service provided by the Depository Trust Company (“DTC”), DTC closing (“DTC Settlement”). A sale of a Share shall be deemed by the Company to be completed for purposes of Section 3(d) if and only if (i) the Company has received a properly completed and executed Subscription Agreement, together with payment of the full purchase price of each purchased Share (which includes the applicable Selling Commissions and Dealer Manager Fees)Share, from an investor who satisfies the applicable suitability standards and minimum purchase requirements set forth in the Registration Statement as determined by the Soliciting Dealer, or the Dealer Manager, as applicable, in accordance with the provisions of this Agreement, (ii) the Company has accepted such subscription, and, if using Direct Settlement, a properly completed and executed Subscription Agreement, and (iii) such investor has been admitted as a stockholder of the Company. In addition, no sale of Shares shall be completed until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. The Dealer Manager hereby acknowledges and agrees that (i) 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, (ii) and no Selling Commission commission or Dealer Manager Fee will be paid to the Dealer Manager with respect to that portion of any subscription which is rejected and (iii) rejected. As used in this Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions in the Company is acting as an intermediary with respect State of New York are authorized or obligated by law or executive order to the Selling Commissions and Dealer Manager Fees payable to the Dealer Manager, and shall pay amounts to the Dealer Manager in accordance with this Agreement if received from an investor in connection with its purchase of Sharesclose.

Appears in 1 contract

Samples: Dealer Manager Agreement (GWG Holdings, Inc.)

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