Common use of Participating Dealer’s Compensation Clause in Contracts

Participating Dealer’s Compensation. (a) Subject to volume discounts and other special circumstances described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus, Participating Dealer’s selling commission applicable to the total public offering price of Primary Shares sold by Participating Dealer which it is authorized to sell hereunder is 7.0% of the gross proceeds from the Primary Shares sold by it and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. Alternatively, the Participating Dealer may elect to receive a trailing sales commission over time collectively equal to 8.0% of the gross proceeds from the sale of shares by the Participating Dealer. Accordingly, in the case of such an election, the Participating Dealer may elect to receive a trailing selling commission equal to an up-front selling commission of 3.0% of gross proceeds from the Primary Shares sold, with 3.0% of gross proceeds from the Primary Shares sold paid on the first anniversary of the closing of the initial sale of Primary Shares and 2.0% of gross proceeds from the Primary Shares sold paid on the second anniversary of the closing of the initial sale of Primary Shares. For these purposes, a “sale of Primary Shares” shall occur if and only if a Subscription Agreement is accepted by the Company and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transaction. Participating Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. Participating Dealer affirms that the Dealer Manager’s liability for commissions payable to Participating Dealer is limited solely to the commissions received by the Dealer Manager from the Company associated with Participating Dealer’s sale of Primary Shares.

Appears in 3 contracts

Samples: Participating Dealer Agreement (Steadfast Apartment REIT, Inc.), Participating Dealer Agreement (Steadfast Apartment REIT, Inc.), Form of Dealer Manager Agreement (Steadfast Apartment REIT, Inc.)

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Participating Dealer’s Compensation. (a) Subject to volume discounts and other special circumstances described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus, Participating Dealer’s selling commission applicable to the total public offering price of Primary Offered Shares sold by Participating Dealer which that it is authorized to sell hereunder is 7.06.0% of the gross proceeds from of the Primary Class A Shares sold by it the Participating Dealer in the Offering and accepted and confirmed 3.0% of the gross proceeds of the Class T Shares sold by the CompanyParticipating Dealer in the Offering, which commission commissions will be paid by the Dealer Manager. Alternatively, the Participating Dealer may elect to receive a trailing sales commission over time collectively equal to 8.0% of the gross proceeds from the sale of shares by the Participating Dealer. Accordingly, in the case of such an election, the Participating Dealer may elect to receive a trailing selling commission equal to an up-front selling commission of 3.0% of gross proceeds from the Primary Shares sold, with 3.0% of gross proceeds from the Primary Shares sold paid on the first anniversary of the closing of the initial sale of Primary Shares and 2.0% of gross proceeds from the Primary Shares sold paid on the second anniversary of the closing of the initial sale of Primary Shares. For these purposes, a “sale of Primary Offered Shares” shall occur if and only if a Subscription Agreement is accepted by the Company Fund and the Company Fund has thereafter distributed the commission to the Dealer Manager in connection with such transaction. Participating Dealer hereby waives any and all rights to receive payment of commissions selling commissions, Dealer Manager Fees or Distribution Fees due until such time as the Dealer Manager is in receipt of the commission such selling commissions, Dealer Manager Fees or Distribution Fees from the CompanyFund. Participating Dealer affirms that the Dealer Manager’s liability for commissions selling commissions, Dealer Manager Fees and Distribution Fees payable to Participating Dealer is limited solely to the commissions received by the Dealer Manager from the Company proceeds receivable associated with Participating Dealer’s sale of Primary Sharestherewith.

Appears in 3 contracts

Samples: Participating Dealer Agreement (Steadfast Alcentra Global Credit Fund), Participating Dealer Agreement (Steadfast Alcentra Global Credit Fund), Dealer Agreement (Steadfast Alcentra Global Credit Fund)

Participating Dealer’s Compensation. (a) Subject to volume discounts and other special circumstances described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus, Participating Dealer’s selling commission applicable to the total public offering price of Primary Offered Shares sold by Participating Dealer which that it is authorized to sell hereunder is 7.06.0% of the gross proceeds from of the Primary Class A Shares sold by it the Participating Dealer in the Offering and accepted and confirmed 3.0% of the gross proceeds of the Class T Shares sold by the CompanyParticipating Dealer in the Offering, which commission commissions will be paid by the Dealer Manager. Alternatively, the Participating Dealer may elect to receive a trailing sales commission over time collectively equal to 8.0% of the gross proceeds from the sale of shares by the Participating Dealer. Accordingly, in the case of such an election, the Participating Dealer may elect to receive a trailing selling commission equal to an up-front selling commission of 3.0% of gross proceeds from the Primary Shares sold, with 3.0% of gross proceeds from the Primary Shares sold paid on the first anniversary of the closing of the initial sale of Primary Shares and 2.0% of gross proceeds from the Primary Shares sold paid on the second anniversary of the closing of the initial sale of Primary Shares. For these purposes, a “sale of Primary Offered Shares” shall occur if and only if a Subscription Agreement is accepted by the Company Fund and the Company Fund has thereafter distributed the commission to the Dealer Manager in connection with such transaction. Participating Dealer hereby waives any and all rights to receive payment of commissions selling commissions, Dealer Manager Fees or Distribution and Servicing Fees due until such time as the Dealer Manager is in receipt of the commission such selling commissions, Dealer Manager Fees or Distribution and Servicing Fees from the CompanyFund. Participating Dealer affirms that the Dealer Manager’s liability for commissions selling commissions, Dealer Manager Fees and Distribution and Servicing Fees payable to Participating Dealer is limited solely to the commissions received by the Dealer Manager from the Company proceeds receivable associated with Participating Dealer’s sale of Primary Sharestherewith.

Appears in 3 contracts

Samples: Dealer Manager Agreement (Stira Alcentra Global Credit Fund), Participating Dealer Agreement (Stira Alcentra Global Credit Fund), Participating Dealer Agreement (Steadfast Alcentra Global Credit Fund)

Participating Dealer’s Compensation. (a) Subject to volume discounts and other special circumstances described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus, Participating Dealer’s selling commission applicable to the total public offering price of Primary Class A Shares and Class T Shares sold in the primary offering by Participating Dealer which that it is authorized to sell hereunder is 7.0% of the gross proceeds from of the Primary Class A Shares sold by it the Participating Dealer in the primary offering and accepted and confirmed 3.0% of the gross proceeds of the Class T Shares sold by the CompanyParticipating Dealer in the primary offering, which commission will be paid by the Dealer Manager. Alternatively, the Participating Dealer may elect to receive a trailing sales commission over time collectively equal to 8.0% of the gross proceeds from the sale of shares by the Participating Dealer. Accordingly, in the case of such an election, the Participating Dealer may elect to receive a trailing selling commission equal to an up-front selling commission of 3.0% of gross proceeds from the Primary Shares sold, with 3.0% of gross proceeds from the Primary Shares sold paid on the first anniversary of the closing of the initial sale of Primary Shares and 2.0% of gross proceeds from the Primary Shares sold paid on the second anniversary of the closing of the initial sale of Primary Shares. For these purposes, a “sale sale” of Primary Shares” Class A Shares and Class T Shares in the primary offering shall occur if and only if a Subscription Agreement is accepted by the Company and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transaction. Participating Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. Participating Dealer affirms that the Dealer Manager’s liability for commissions payable to Participating Dealer is limited solely to the commissions received by the Dealer Manager from the Company associated with Participating Dealer’s sale of Primary SharesClass A Shares and Class T Shares in the primary offering.

Appears in 2 contracts

Samples: Dealer Manager Agreement (Steadfast Apartment REIT III, Inc.), Dealer Manager Agreement (Steadfast Apartment REIT III, Inc.)

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Participating Dealer’s Compensation. (a) Subject to volume discounts and other special circumstances described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus, Participating Dealer’s selling commission applicable to the total public offering price of Primary Shares sold by Participating Dealer which it is authorized to sell hereunder is 7.0% of the gross proceeds from the Primary Shares sold by it and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. Alternatively, the A Participating Dealer may elect to receive be paid the selling commission at the time of sale, over time (a trailing sales commission), or a combination of both as agreed between the Dealer Manager and the Participating Dealer and as set forth on Schedule 1 hereto. In no event will selling commission over time collectively equal paid exceed 7.0%. The Dealer Manager will have no obligation to 8.0pay the trailing selling commission if the applicable Primary Shares are no longer outstanding or total underwriting compensation would exceed 10.0% of the gross offering proceeds from the sale of shares by the Participating Dealer. Accordingly, in the case of such an election, the Participating Dealer may elect to receive a trailing selling commission equal to an up-front selling commission of 3.0% of gross proceeds from the Primary Shares sold, with 3.0% of gross proceeds from the Primary Shares sold paid on the first anniversary of the closing of the initial sale of Primary Shares and 2.0% of gross proceeds from the Primary Shares sold paid on the second anniversary of the closing of the initial sale of Primary Shares. For these purposes, a “sale of Primary Shares” shall occur if and only if a Subscription Agreement is accepted by the Company and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transaction. Participating Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. Participating Dealer affirms that the Dealer Manager’s liability for commissions payable to Participating Dealer is limited solely to the commissions received by the Dealer Manager from the Company associated with Participating Dealer’s sale of Primary Shares.

Appears in 1 contract

Samples: Dealer Manager Agreement (Moody National REIT II, Inc.)

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