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 Gros...
Sale of Units. Subject to compliance with Section 10.4(c):
Sale of Units. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership agrees to issue and sell through the Managers, acting as sales agents, and each Manager agrees to use its commercially reasonable efforts to sell, as agent for the Partnership, the Units on the following terms:
Sale of Units. You may agree to the payment to your financial planning business of an annual financial planning fee, subject to prescribed maximums, whereby such annual financial planning fee is recovered through the sale of units, by completing the relevant section on the form. In this event the Administrator charges the fund an annual administration fee equal to the agreed annual financial planning fee. The fund recovers this annual administration fee through the sale of units from your selected unit trust portfolio. We, on behalf of the Administrator, then pay the proceeds resulting from the sale of units to your financial planning business as an annual financial planning fee each month. Accrued annual financial planning fees will be recovered and paid to your financial planning business before processing an instruction in respect of each of your selected unit trust portfolios. You will get a statement at least annually showing the units sold to pay the annual financial planning fee. Whether option A or B is applicable depends on the unit class of the unit trust portfolio that you choose.
Sale of Units. Prior to an Exchange Listing, and subject to Applicable Law and Section 10.2 of this Agreement, the Managing Members may sell all or any portion of the Defaulting Member’s Units to any one or more of (i) the Fund (which Units may or may not be cancelled by the Investment Manager in its sole discretion), (ii) the other Members (other than any Defaulting Members), such offer to be shared among such Members to the extent that they wish to participate in such purchase in proportion to their respective Capital Commitment Percentages, (iii) the Managing Members or (iv) a third party or parties designated by the Managing Members (which third party or parties may be Affiliates of the Managing Members or any Member), in each case, at a purchase price equal to such price as the Managing Members determine, in their sole discretion, is fair and reasonable under the circumstances; provided that any such sale shall not be for a purchase price less than current NAV and provided further that prior to any sale to the Managing Members or any such third party pursuant to this Section 5.2(d), all non-Defaulting Members shall have first been offered an opportunity in writing to purchase the Defaulting Member’s Units as aforesaid, and such sale to the Managing Members or such third party shall only be made to the extent of the portion of the Defaulting Member’s Units that such Members have not purchased or as to which they have not indicated their acceptance of such offer to the Managing Members, in either case, within ten Business Days after receipt of such offer and the terms (including price) of such sale to the Managing Members or such third party shall not be materially more favorable to the Managing Members or such third party than the terms of such sale offered to any non-Defaulting Member under this Section 5.2(d). In addition, the Managing Member shall promptly notify all Members in writing in the event of any such sale to the Investment Manager or its Affiliates. Any purchase price to be paid to the Defaulting Member for its Units under this Section 5.2(d) may be offset by the aggregate amount of all costs and expenses for which such Member may be liable pursuant to Section 5.2(g) and interest pursuant to Section 5.2(e)(ii) and such amounts shall be retained by the Fund.
Sale of Units. Subject to compliance with Section 9.15(d), each Drag-along Member shall sell in the Drag-along Sale all of the Units held by such Drag-along Member.
Sale of Units. Subject to the terms and conditions hereof, the ------------- Purchaser will purchase the number of Units agreed upon by the Purchaser at the Purchase Price, as set forth in the Unit Purchase Agreement by and between the Company and the Purchaser (the "Purchase Agreement"). The shares of Common Stock sold to Purchaser pursuant to the Purchase Agreement are hereinafter referred to as the "Initial Shares" and the shares of Common Stock arising from the exercise of the Warrant are hereinafter referred to as the "Warrant Shares." The Initial Shares, the Warrant and the Warrant Shares are hereinafter collectively referred to as the "Securities."
Sale of Units. You agree to serve as the general distributor of Units in accordance with the terms of this Agreement, and to offer Units to investors as agent of the Fund either directly or through broker-dealers which enter into selling agreements with you. In connection with the offering of Units, you further agree that:
Sale of Units. The General Partner shall have the right to qualify the Units with state securities regulatory authorities or perfect exemptions from qualification and enter into such underwriting or agency arrangements for the sale thereof pursuant to such terms and conditions as the General Partner may deem advisable. 5.9
Sale of Units. In reliance upon the representations and warranties set forth herein and subject to the terms and conditions set forth in this Agreement, on the Final Closing Date, as hereinafter defined, Western shall sell and transfer to Voyager unit certificates representing all of the units of Western (the "Units").
