Sale of Units On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, you agree to sell the Units on a “best efforts” basis, as agent for the Fund. You are authorized to enlist other members of FINRA (“Soliciting Dealers”), acceptable to the Fund, to sell the Units. As compensation for these services, the Fund agrees that it will pay you a selling commission in an amount equal to 9% of the offering price of the Units sold pursuant to the terms of this Agreement, from which you may reallow a dealer commission of up to 7.5% of such offering price. In addition to such selling commissions, the Fund or the Manager will pay or reimburse to you or participating broker dealers an amount up to 1% of the Gross Proceeds as additional selling compensation in the form of underwriters’ expenses borne by the Fund, the Manager or their affiliates, as described in the following paragraph. You will pay wholesaling compensation to your personnel out of the selling commissions you will receive hereunder. Aggregate selling compensation paid in connection with the offering, will not exceed a total equal to 10% of the Gross Proceeds. It is understood that the Fund may pay or reimburse you and participating dealers a portion of their “underwriters’ expenses” incurred in connection with the offering, and the Fund, the Manager or their Affiliates may bear certain other expenses directly that may be deemed “underwriters’ expenses.” These underwriters’ expenses include amounts paid by the Fund, the Manager or its Affiliates to you and participating broker dealers relating to sales seminar costs and expenses; advertising and promotion expenses; travel, food and lodging costs; telephone expenses; and an allocable portion of any of your salary expenses and legal fees borne by the Manager or its Affiliates. All of such amounts paid to you or participating broker dealers, all underwriters’ expenses borne on behalf of you or any participating broker dealer by the Fund or any other party on its behalf, and all selling commissions are together deemed “underwriting compensation” paid in connection with the offering. The total of all underwriting compensation, including sales commissions, wholesaling salaries and commissions, retail and wholesaling expense reimbursements, seminar expenses and any other underwriters’ expenses or other forms of compensation paid to or for you or participating broker-dealers, will not exceed 10% of the Gross Proceeds. In addition to such selling compensation, the Fund may reimburse the Soliciting Dealers for their bona fide and accountable expenses for due diligence purposes; provided, however, that any such payment or reimbursement will be made only upon presentation of detailed, itemized invoices for such bona fide due diligence expenses. Bona fide due diligence expenses will include actual costs incurred by broker-dealers to review the business, financial statements, transactions, and investments of ATEL and its prior programs to determine the accuracy and completeness of information provided in the Prospectus, the suitability of the investment for their clients and the integrity and management expertise of ATEL and its personnel. Costs may include telephone, postage and similar communication costs incurred in communicating with ATEL personnel, and ATEL’s outside accountants and counsel in this pursuit; travel and lodging costs incurred in visiting the ATEL offices, reviewing ATEL’s books and records and interviewing key ATEL personnel; the cost of outside counsel, accountants and other due diligence investigation specialists engaged by the broker-dealer; and the internal costs of time and materials expended by broker-dealer personnel in this due diligence effort. ATEL will require full itemized documentation of any claimed due diligence expenditure and will determine whether the expenditure can be fairly allocated to bona fide due diligence investigation before permitting reimbursement. Notwithstanding the foregoing, however, it is understood and agreed that the Manager has reserved the right to accept or reject any subscriptions for Units as set forth in the Prospectus and no selling commission will be payable to you or any of the Soliciting Dealers with respect to the tender of any Subscription Agreement which is rejected by you or the Manager as aforesaid. Furthermore, no subscription will be deemed binding until at least five days following delivery of a Prospectus. The Fund further agrees that it will pay the foregoing selling commission with respect to the purchase price of each of the Units upon the Manager’s acceptance of the order for such Units; provided, however, that none of such commissions will be payable or paid until release to the Fund from the escrow account in which they are to be deposited of proceeds from subscriptions for a minimum of 120,000 Units. It is understood and agreed that you may, in your discretion, permit you, the Manager, a Soliciting Dealer or any Affiliate or employee of any of the foregoing or certain clients of registered investment advisors to purchase Units net of the 7.5% retail selling commissions at a per Unit price of $9.25, as more specifically described in the Prospectus under “Plan of Distribution—Investments by Certain Persons.” Any such sale of Units net of retail commissions to you, the Manager, a Soliciting Dealer or any Affiliate or employee of such person will only be made if and to the extent that any Soliciting Dealer which would otherwise be entitled to a selling commission on any such transaction agrees to such rebate.
Sale of Company In the event that a controlling interest (over 50%) of --------------- ELCOM is sold to a third party, other then the Public markets, EMPLOYEE may exercise one hundred percent (100%) of all options granted under Section 2 herein. EMPLOYEE must exercise said options within sixty (60) days of notification of the acquisition of a controlling interest by a third party. Any Options not exercised by EMPLOYEE within this sixty (60) day period will terminate in full upon expiration of said sixty (60) day period.
Purchase and Sale of Equity Interest 1.1 Grant Rights Approved by Party C, Party B (the “Transferor”) hereby exclusively and irrevocably grants to Party A or any designated person (“Designated Persons”) an option to purchase, at any time according to steps determined by Party A, and at the price specified in Section 1.3 of this Agreement, from the Transferor a portion or all of the equity interests held by Party B in Party C (the “Option”). No Option shall be granted to any third party other than Party A and/or the Designated Persons. The “person” set forth in this Agreement means any individual person, corporation, joint venture, partnership, enterprise, trust or non-corporation organization.
Purchase and Sale of the Note Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties set forth in this Agreement, you agree to purchase from the Company, and the Company agrees to issue and sell to you, a Note, in the aggregate principal amount of not less than $100,000, you have designated on the signature page of this Agreement, upon delivery by you, at or prior to the Closing Date, of the purchase price specified in Section 3. The Company will initially issue to you one Note registered in your name and payable to you in the aggregate principal amount of the Note being purchased by you.
Purchase and Sale of Note Subject to the terms and conditions of this Agreement, the Seller hereby agrees to issue to the Purchaser and the Purchaser hereby agrees to acquire from the Seller a certain Convertible Promissory Note (“Note”) in the aggregate principal amount of Fifty Thousand Dollars ($50,000), a copy of which is attached hereto as Exhibit “A”.
Sale of Products 11.1. All Products sold to the Customer shall remain the property of Proximus until they have been paid for in full, including all charges and taxes. In case of a deterioration of the Product, the unpaid part of the sales price shall become due immediately. For as long as the Customer has not paid the Product's sales price in full, the provisions relating to product rental shall apply.
Purchase and Sale of Products Xxxx agrees to purchase and receive from the Company, and the Company agrees to sell and deliver to Xxxx, the entire Products output of the Refinery from and including the Commencement Date through the end of the Term of this Agreement, at the prices determined pursuant to this Agreement and otherwise in accordance with the terms and conditions of this Agreement.
Purchase and Sale of Acquired Assets Upon the terms and subject to the conditions and provisions contained herein, at the Closing (as defined in Section 2.1), the Seller shall sell, convey, assign and deliver to the Purchaser, and the Purchaser shall acquire and accept from the Seller, free and clear of any and all liens, claims, interests and encumbrances, the Seller's right, title and interest in and to the following assets of the Purchaser ("Acquired Assets"):
Sale of Notes The Company shall not sell or approve the solicitation of offers for the purchase of Notes in excess of the amount which shall be authorized by the Company from time to time or in excess of the aggregate initial offering price of Notes registered pursuant to the Registration Statement. The Agents shall have no responsibility for maintaining records with respect to the aggregate initial offering price of Notes sold, or of otherwise monitoring the availability of Notes for sale, under the Registration Statement.
