Offering Procedures. (a) The following terms have the specified meanings for purposes of this Agreement:
Offering Procedures. It is understood that the Underwriters propose to offer the Underwritten Certificates for sale as set forth in the Preliminary Prospectus and the Final Prospectus and that you will not offer, sell or otherwise distribute the Underwritten Certificates (except for the sale thereof in exempt transactions) in any state in which the Underwritten Certificates are not exempt from registration under “blue sky” or state securities laws (except where the Underwritten Certificates will have been qualified for offering and sale at your direction under such “blue sky” or state securities laws). Neither the Depositor nor any Underwriter will disseminate to any potential investor information relating to the Underwritten Certificates that constitutes a “written communication” within the meaning of Rule 405 under the Securities Act, other than the Preliminary Term Sheet, each Prospectus and, in the case of the Underwriters, Derived Information or Custom Loan Information, unless (i) if an Underwriter seeks to disseminate such information, such Underwriter has obtained the prior consent of the Depositor, or (ii) if the Depositor seeks to disseminate such information, the Depositor has obtained the prior consent of the Underwriters. An Underwriter may convey Derived Information or Custom Loan Information to a potential investor prior to entering into a Contract of Sale with such investor; provided, however, that Derived Information shall not be distributed in a manner reasonably designed to lead to its broad unrestricted dissemination within the meaning of Rule 433(d) under the Securities Act. Each Underwriter shall deliver to the Depositor and its counsel a copy, in electronic form, of each Free Writing Prospectus disseminated by such Underwriter that is required to be filed with the Commission, not later than one business day prior to the date on which such Free Writing Prospectus is required under the Regulations to be so filed. Each Underwriter will comply with the requirements of Rule 433(g) applicable to any Free Writing Prospectus, including document retention and record-keeping. The Depositor represents that it has treated and agrees that it will treat each Free Writing Prospectus other than an Underwriter Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any such Free Writing Prospectus, including timely Commission filing where required, legending an...
Offering Procedures. The Finder will introduce the Company to investors who the Finder reasonably believes to be "accredited investors," as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "1933 Act"), with whom the Finder has a pre-existing substantive relationship (the "Offerees").
Offering Procedures. If and whenever the Company is under an obligation pursuant to the provisions of this Agreement to facilitate (x) an Underwritten Offering pursuant to a Demand Registration or (y) an Underwritten Takedown Offering (including a Marketed Underwritten Takedown Offering), the Company shall, as expeditiously as practicable:
Offering Procedures. Placement Agent will introduce the Company to investors who Placement Agent reasonably believes satisfy the eligibility requirements under the applicable rules and regulations of Regulation A, state securities laws and such suitability criteria as may be established by the Company (if any) to participate in the Offering (the “Offerees”).
Offering Procedures. The Procedures may be amended only by written agreement of the Company and the Agents after notice to the Trustee, and, to the extent any such amendment materially affects the Trustee, with the approval of the Trustee. The Company and the Agents agree to perform the respective duties and obligations specifically provided to be performed by them in the Procedures. The Company will furnish to the Trustee a copy of the Procedures as from time to time in effect.
Offering Procedures. 4.1 Each Subscriber of Common Shares will purchase Common Shares and the Company will issue and sell the Common Shares pursuant to exemptions from applicable prospectus and registration requirements under Securities Laws of the jurisdiction of residence of the Subscriber or such other jurisdiction as may be applicable to the Subscriber and as contemplated by the Subscription Agreements. Each Subscriber will enter into a Subscription Agreement with the Company.
Offering Procedures. You and we understand and agree that you ------------------- will offer and sell shares of a Fund only in accordance with the terms and conditions of that Fund's then current prospectus, statement of additional information and any authorized supplemental material supplied by us, and no person is authorized to make any representation relating to the shares of any Fund, except those contained in the Fund's then current prospectus, statement of additional information or any authorized supplemental material supplied by us. Additional copies of a Fund's then current prospectus and statement of additional information are and will be available on written request. You and we further understand and agree that you will use your best efforts in the development and promotion of sales of shares of a Fund or Funds, and you will be responsible for the proper instruction and training of all sales personnel employed by you in order that the shares of the Funds will be offered in accordance with the terms and conditions of this Agreement and all applicable laws, rules and regulations.
Offering Procedures. 6.1 Each Purchaser of Units will purchase Units under exemptions from applicable prospectus and registration requirements under the laws of the jurisdiction of residence of the Purchaser. Each Purchaser will enter into a Subscription Agreement with the Corporation. The Agents will notify the Corporation with respect to the identities of Purchasers in sufficient time to allow the Corporation to comply with all applicable regulatory requirements and all requirements under the Securities Laws to be complied with by the Corporation as a result of the offering and sale of the Units to such Purchasers on a private placement basis in such Offering Jurisdictions.
Offering Procedures. 9.1 Each Purchaser will purchase the Subscription Receipts and/or FT Subscription Receipts, as the case may be, under exemptions from applicable prospectus requirements under the laws of the jurisdiction applicable to the Purchaser. Each Purchaser will enter into a Subscription Receipt Subscription Agreement and/or a FT Subscription Receipt Subscription Agreement with Altitude and/or Triumph, as applicable. The Agents will notify Altitude and Triumph with respect to the identities of Purchasers in sufficient time to allow Altitude and Triumph to comply with all applicable regulatory requirements and all requirements under the Securities Laws to be complied with by Altitude, as a result of the offering and sale of the Subscription Receipts, and Triumph, as a result of the offering and sale of FT Subscription Receipts, to such Purchasers on a private placement basis in such Offering Jurisdictions and the United States. Appendix “E” hereto contains additional terms and conditions and representations and warranties of the Agents and Altitude relating to compliance with United States federal and state securities laws. All offers and sales of Subscription Receipts in the United States will be made in accordance with Appendix “E” hereof. The FT Subscription Receipts will not be sold in the United States or to U.S. Persons.
