Sale of Offered Shares Clause Samples

Sale of Offered Shares. Participating Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Prospectus. Nothing in this Agreement shall be deemed or construed to make Participating Dealer an employee, agent, representative, or partner of the Dealer Manager or the Fund, and Participating Dealer is not authorized to act for the Dealer Manager or the Fund or to make any representations on their behalf except as set forth in the Prospectus and any printed sales literature or other materials prepared by the Fund or Steadfast Investment Adviser, LLC, a Delaware limited liability company that serves as the Fund’s investment adviser pursuant to the terms of an investment advisory agreement (the “Adviser”), provided that the use of said sales literature and other materials has been approved for use by the Fund in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”).

Sale of Offered Shares. 2.1 Subject to the terms and conditions hereof, the Corporation hereby appoints MFC as, and MFC hereby agrees to act as, the exclusive agent of the Corporation to solicit purchasers for up to U.S.$20 million in Common Shares at the Issue Price on the terms set forth in the Offering Documents and in accordance with the terms and conditions of this Agreement. 2.2 MFC shall have the Option to sell on behalf of the Corporation, for the sole purpose of covering over-allotments, additional Common Shares in an amount equal to 30% of the value of the Common Shares sold pursuant to Section 2.1 hereof, which Option can be exercised by notice in writing given to the Corporation by MFC at any time up to 60 days after the Closing Date. Such notice shall specify the number of Common Shares to be sold pursuant to the Option. 2.3 The Issue Price shall be a price at which MFC in good faith believes that the Offered Shares can be sold, as determined by it after its review of the Corporation and the capital markets and as approved by the Corporation. The number of Common Shares to be offered for sale by MFC pursuant to Section 2.1 hereof will be adjusted and set by MFC after the determination of the Issue Price. 2.4 MFC shall be entitled in connection with the sale of the Offered Shares to retain as sub-agents a selling group consisting of other registered investment dealers. If MFC retains such sub-agents, MFC may pay them commissions in amounts reasonably determined by MFC, provided that any such commissions do not exceed the commissions payable to MFC hereunder. MFC may direct, in writing, that commissions payable to its sub-agents shall be paid directly by the Corporation; in the event that MFC does not so direct the Corporation, all commissions shall be paid by the Corporation to MFC who shall be responsible for the payment of commissions to the members of its selling group. In addition, if MFC retains such sub-agents, MFC agrees that it, and not the Corporation, shall be responsible for the proper selection of the sub-agents, the proper provision of instructions to the sub-agents and the proper monitoring of the sub-agents. MFC agrees that it shall give reasonable consideration to adding such sub- agents as it and the Corporation may reasonably believe will add value to and contribute to the success of the sale of the Offered Shares, provided that the appointment of any such sub-agents shall be made in accordance with the terms otherwise set forth in this Section 2.4. ...

Sale of Offered Shares. Subject to compliance with Canadian Securities Laws, without affecting the firm obligation of the Underwriter to purchase from the Corporation 10,345,000 Offered Shares at the Offering Price in accordance with this Agreement, after the Underwriter has made reasonable effort to sell all of the Offered Shares at the Offering Price, the Offering Price may be decreased by the Underwriter and further changed from time to time to an amount not greater than the Offering Price specified herein. Such decrease in the Offering Price will not affect the Commission to be paid by the Corporation to the Underwriter, and it will not decrease the amount of the net proceeds of the Offering to be paid by the Underwriter to the Corporation. The Underwriter will inform the Corporation if the Offering Price is decreased.

Sale of Offered Shares. In addition, if an Event of Non-Completion occurs and (i) the Company fails to acquire or cause a third party to acquire the Offered Shares in accordance with ‎Section 15(b) after the Event of Non-Completion; and (ii) in the event and to the extent the Put Option cannot be exercised for legal reasons or is insufficient to dispose of the Offered Shares, including due to insufficient freely disposable reserves, or if the Put Option is not exercised within the deadline set forth in ‎Section 15(c); and (iii) the Capital Reduction has not been resolved by the shareholders’ meeting of the Company within seventy days after the Event of Non-Completion; the Representatives, acting on behalf of the several Underwriters, are entitled to sell any or all Offered Shares on terms which the Representatives deem fit under the circumstances. The difference between the proceeds of such sale and the nominal amount of such Offered Shares sold, less the costs and expenses pursuant to Section 15(f) reasonably incurred by the Representatives in connection with the sale, if any, shall be transferred to the Company.

Sale of Offered Shares. On the terms and subject to the conditions of this Agreement and in reliance on the respective representations, warranties and covenants contained in this Agreement, Seller hereby sells, assigns, conveys, transfers and delivers to Purchaser, and Purchaser hereby purchases from Seller, all of the Offered Shares for the sum of $13,200,000 cash (the "Purchase Price"). Purchaser and Seller agree that 24.4% ($3,220,800) of the Purchase Price is attributable to purchase of the Offered Shares of CS One and 75.6% ($9,979,200) of the Purchase Price is attributable to purchase of the Offered Shares of CS Two.

Sale of Offered Shares. Subject to the rights of the Company, the Right Holders, and the Founder as set forth in this Agreement, the sale of any Offered Shares shall take place at the offices of the Company on a date within sixty (60) days after the expiration of the relevant Option Period (including the period in which the Over-Allotment Option may be exercised). Notwithstanding any other provision in Section 2 hereof, prior to the sale of any of the Offered Shares by the Selling Stockholder, the Selling Stockholder, at its sole discretion, may, by notice to the Company, rescind the proposed Transfer of the Offered Shares with respect to all, but not less than all, of the Offered Shares.17 Transfer of Stock to Company, the Right Holders, and the Founder. All Offered Shares elected to be purchased by the Company, the Right Holders, and the Founder pursuant to Section 2.3 hereof shall be delivered free and clear of all liens and encumbrances at the applicable closing (other than any purchase money liens taken back by the Selling Stockholder at the closing, if applicable) and at such closing the Selling Stockholder shall deliver certificates representing the Stock so purchased by the Company, the Right Holders, and the Founder, together with all stock powers, assignments, and other documents that may be reasonably required by the Company, the Right Holders, and the Founder purchasing such Offered Shares.

Sale of Offered Shares. If TAC (or, if applicable, the Company) accepts in writing the Offer to purchase all, but not less than all, of the Offered Shares, the closing of the purchase and sale pursuant to such acceptance shall take place at the offices of the Company on the date set forth in the Offer Letter, or at such other place or on such other date as the applicable parties may agree or such later date as may be necessary to obtain any required regulatory approvals. If, upon the expiration of four (4) business days following receipt by TAC of the Offer Letter, TAC (or, if applicable, the Company) elects to not exercise the right of first refusal, the Offering Stockholder may sell to such third party or parties all, but not less than all, of the Offered Shares, for the purchase price and on the other terms and conditions contained in such Offer. Prior to consummating any such sale, the Offering Stockholder shall, upon request from TAC or the Company, provide TAC or the Company with reasonable supporting documentation with respect to the terms and conditions of any such sale to a third party so as to demonstrate such Offering Stockholder's compliance with the provisions of the preceding sentence. If such sale has not been completed within sixty (60) days after the expiration of such four (4) day period, the Offered Shares covered by such Offer may not thereafter be sold by such Offering Stockholder unless the procedures set forth in this Section 4.1 shall have again been complied with.

Sale of Offered Shares