Offering of Units. The General Partner is authorized to take such action and make such arrangements for the sale of the Units as it deems appropriate. The General Partner may, in its discretion, continue the ongoing offering of Units contemplated by the Offering Memorandum as well as make additional public or private offerings of Units, provided that doing so does not dilute existing Limited Partners’ economic interest in the Fund. No Limited Partner shall have any preemptive, preferential or other rights with respect to the issuance or sale of any additional Units, other than as set forth in the preceding sentence. The General Partner may terminate (subject to the General Partner’s discretion to reopen) the offering of the Units. The Fund may offer different series or classes of Units having different economic terms than previously offered series or classes of Units; provided that the issuance of such a new series or class of Units shall in no respect adversely affect the holders of outstanding Units.
Offering of Units. (a) Pursuant to the Trust Agreement, the Company shall have the right to deposit or cause to be deposited funds, securities, derivative transactions or other property into a Series of Trust and receive in return Units needed to fill unconditional orders for Units placed with the Company by selected dealers or selected agents (each as defined in Section 9 hereof) acting as agent for their own customers’ or on their own behalf (such dealers and agents, the “Selling Brokers”). Units so received by the Company are to be sold by the Company to Selling Brokers in accordance with the terms of individual dealer agreements as described in Section 9 of this Agreement.
Offering of Units. The General Partner is entitled to raise capital for the Partnership from time to time in all of the provinces and territories of Canada by an offering or offerings of Units for sale by way of private placement pursuant to applicable exemptions from the registration and prospectus filing requirements of applicable securities legislation. The General Partner may also effect public offerings of Units in accordance with Section 7.2(s).
Offering of Units. There shall have been no change in any securities or related law or interpretation, nor any change in Contributor’s status as an “accredited investor” under the Securities Act that would render the consummation of the conveyance of the Property for Units, as contemplated by this Agreement, a violation of any such laws or interpretations thereof.
Offering of Units. The General Partner may, in its discretion, continue or terminate the offering of the Units on a public or private basis. All sales of Units in the United States will be conducted by registered brokers.
Offering of Units. The General Partner may raise capital for the Partnership by selling Units from treasury from time to time. The General Partner will determine the terms and conditions of such sale, provided that such terms and conditions do not materially adversely affect the interests of those who are Limited Partners at the time of sale of the Units. The General Partner may do all lawful things in connection with selling Units, including preparing and filing such documents as may be necessary or advisable, communicating with prospective purchasers of Units and assisting in structuring their proposed purchases of Units, paying the expenses of sale, seeking and obtaining exemptions from having to file a prospectus in connection with such sale, engaging special counsel for subscribers of Units as a group, and entering into agreements with any underwriters, agents and other persons providing for a commission or fee in respect of such sale. All things done by the General Partner in that regard are hereby ratified and confirmed, provided that the General Partner has complied with Section 8.2 of this Agreement and all applicable securities laws.
Offering of Units. No Units shall be offered by either the Distributor or the Fund under any of the provisions of this Agreement and no orders for the purchase or sale of such Units hereunder shall be accepted by the Fund if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act, or if and so long as the current prospectus as required by Section 10 of the 1933 Act, as amended, is not on file with the Commission; provided, however, that nothing contained in this paragraph 5 shall in any way restrict or have an application to or bearing upon the Fund's obligation to repurchase Units from any investor in accordance with the provisions of the prospectus or Certificate of Incorporation.
Offering of Units. The issuance of the Units to the Beneficial Owners in the manner provided in this Agreement shall comply with the rules and regulations of the NYSE.
Offering of Units. Xxxxxxx Xxxxx Ltd., as Agent, understands that Xxxxx Petroleum Corporation (the "Corporation") proposes to issue and sell a minimum of 40,000,000 units (the "Units") at a price of $0.50 per Unit (the "Offering Price") for minimum aggregate gross proceeds of $20,000,000 (the "Minimum Offering") and a maximum of up to 60,000,000 Units at the Offering Price for maximum aggregate gross proceeds of up to $30,000,000 (the "Maximum Offering"). Each Unit shall consist of one share of common stock in the capital of the Corporation (the "Unit Shares") and one common share purchase warrant (a "Warrant"). Each Warrant shall entitle the holder thereof to acquire one additional common share of the Corporation (a "Warrant Share") at a price of $0.70 per share, subject to adjustment, at any time until 5:00 p.m. (Vancouver time) on the date that is 36 months following the Closing Date. The Agent understands that the Corporation has prepared and filed the Preliminary Prospectus and related documents pursuant to the Prospectus System and that the British Columbia Securities Commission has issued a receipt dated February 2, 2011, evidencing receipt by the British Columbia Securities Commission and the Ontario Securities Commission and the deemed receipt from each of the other securities commissions in the Qualifying Provinces. The Agent further understands that the Corporation will file the Prospectus with the Regulatory Authorities in the Qualifying Provinces pursuant to the Prospectus System in accordance with their requirements in order to qualify the Units for Distribution in each of the Qualifying Provinces. The Agent also understands that the Corporation filed the Registration Statement, which includes disclosure that is substantially similar to the disclosure in the Preliminary Prospectus, with the SEC. The Agent understands that the Corporation has also filed an amendment to the Registration Statement on Form S-1/A, which includes disclosure that is substantially similar to the disclosure in the Prospectus. Based upon the foregoing and subject to the terms, conditions, representations and warranties contained herein, the Agent hereby agrees to act as, and the Corporation hereby appoints the Agent as, its sole and exclusive agent to offer the Units for sale on the Closing Date in the Qualifying Provinces, at the Offering Price. The Agent hereby agrees to use its commercially reasonable efforts to secure subscriptions for the Units, provided that the Agent shall be unde...
Offering of Units. (i) The Partnership is authorized to admit to the Partnership on the Initial Closing Date, on each Interim Closing Date, and the Offering Termination Date, additional Unitholders whose Subscription Agreements for Units are accepted by the General Partner if, after the admission of the additional Unitholders, the total number of Units of any class sold does not exceed the maximum number of Units of each class set forth in Section 5.5(i) .
