Subscription Agent Sample Clauses
Subscription Agent. The Subscription Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the holders of Subscription Certificates, by their acceptance thereof, shall be bound:
(a) The statements contained herein and in the Subscription Certificates shall be taken as statements of the Company, and the Subscription Agent assumes no responsibility for the correctness of any of the same except such as describe the Subscription Agent or action taken or to be taken by it. Except as herein otherwise provided, the Subscription Agent assumes no responsibility with respect to the execution, delivery or distribution of the Subscription Certificates.
(b) The Subscription Agent shall not be responsible for any failure of the Company to comply with any of the covenants contained in this Agreement or in the Subscription Certificates to be complied with by the Company nor shall it at any time be under any duty or responsibility to any holder of a Right to make or cause to be made any adjustment in the Subscription Price or in the number of Shares issuable upon exercise of any Subscription (except as instructed by the Company)
(c) The Subscription Agent may consult at any time with counsel satisfactory to it (who may be counsel for the Company) and the Subscription Agent shall incur no liability or responsibility to the Company or any holder of any Subscription Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel.
(d) The Subscription Agent shall incur no liability or responsibility to the Company or to any holder of any Subscription Certificate for any action taken in reliance on any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument believed in good faith by it to be genuine and to have been signed, sent or presented by the proper party or parties.
(e) The Company agrees to pay to the Subscription Agent reasonable compensation for all services rendered by the Subscription Agent under this Agreement, to reimburse the Subscription Agent upon demand for all expenses, taxes and governmental charges and other charges of any kind and nature incurred by the Subscription Agent in the performance of its duties, under this Agreement and to indemnify the Subscription Agent and save it harmless against any and all losses, liabilities and expenses, including judgment...
Subscription Agent. SHC shall enter into a subscription agent agreement with the Agent or otherwise provide instructions to the Agent regarding the Distribution and the Rights Offering.
Subscription Agent. The Company will advise the Subscription Agent to advise the Dealer Managers from day to day during the period of, and promptly after the termination of, the Rights Offering, as to the names and addresses of all Holders exercising Rights, the total number of Rights exercised by each Holder during the immediately preceding day, indicating the total number of Rights verified to be in proper form for exercise, rejected for exercise and being processed and, for the Dealer Managers and each soliciting dealer, the number of Rights exercised on exercise forms indicating the Dealer Managers or such soliciting dealer, as the case may be, as the broker-dealer with respect to such exercise, and as to such other information as the Dealer Managers may reasonably request; and will use its commercially reasonable efforts to cause the Subscription Agent to notify the Dealer Managers and each soliciting dealer, not later than 5:00 P.M., New York City time, on the first business day following the Expiration Date, of the total number of Rights exercised and Securities related thereto, the total number of Rights verified to be in proper form for exercise, rejected for exercise and being processed and, for the Dealer Managers and each soliciting dealer, the number of Rights exercised on exercise forms indicating the Dealer Managers or such soliciting dealer, as the case may be, as the broker-dealer with respect to such exercise, and as to such other information as the Dealer Managers may reasonably request.
Subscription Agent. Neither the Fund nor the Investment Manager will take, directly or indirectly, any action designed to cause or to result in, or that has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Fund to facilitate the issuance of the Rights or the sale or resale of the Rights or the Shares; PROVIDED that any action in connection with the Fund's dividend reinvestment plan will not be deemed to be within the meaning of this Section 4.b.
Subscription Agent. The Company will advise or cause American Stock Transfer & Trust Company, LLC (the “Subscription Agent”) to advise the Dealer Manager, from day to day during the period of, and promptly after the termination of, the Offer, as to the names and addresses of all Holders exercising Rights, withdrawing such exercise, the total number of Rights exercised or exercises withdrawn by each Holder during the immediately preceding day, indicating the total number of Rights verified to be in proper form for exercise or withdrawal, rejected for exercise and being processed and, for the Dealer Manager, the number of Rights exercised on exercise forms or withdrawn on withdrawal forms indicating the Dealer Manager, as the broker-dealer with respect to such exercise or withdrawal, and as to such other information as the Dealer Manager may reasonably request; and will use its commercially reasonable best efforts to cause the Subscription Agent to promptly notify the Dealer Manager and any soliciting dealer of the total number of Rights exercised and Shares related thereto, the total number of Rights verified to be in proper form for exercise, rejected for exercise and being processed and, for the Dealer Manager, the number of Rights exercised on exercise forms indicating the Dealer Manager and any soliciting dealer, as the case may be, as the broker-dealer with respect to such exercise, and as to such other information as the Dealer Manager may reasonably request.
Subscription Agent. All funds from the exercise of Rights will be deposited with American Stock Transfer & Trust Company, LLC, as the subscription agent (the “Subscription Agent”) and held in a segregated account with the Subscription Agent pending a final determination of the number of shares of Common Stock to be issued pursuant to the exercise of Rights. As soon as is practicable, the Company shall conduct a closing of the Rights Offering (a “Closing”). In no event will the Company raise more than an aggregate of $14,000,000 in the Offering, including the Rights Offering.
Subscription Agent. In order to secure further the payment and performance of the Obligations and to effect and facilitate Lender Secured Parties’ right of setoff, each Intermediate Entity and its General Partner hereby irrevocably appoint Administrative Agent as subscription agent and the sole party entitled in the name of the applicable Intermediate Entity and/or General Partner upon the occurrence and during the continuance of an Event of Default, to make any Capital Calls upon such Intermediate Entity’s Subscribers pursuant to the terms of the applicable Subscriber Subscription Documents.