Offering and Sale of Interests Sample Clauses

Offering and Sale of Interests. (a) MSSB shall deliver, to each person to whom MSSB makes an offer of an Interest, the Offering Documents, as amended as of such time.
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Offering and Sale of Interests. The Selling Agent is hereby appointed by the Fund as a non-exclusive selling agent for the purpose of finding acceptable subscribers for Interests.
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Offering and Sale of Interests. (a) Sub-Selling Agent shall deliver to each person to whom Sub-Selling Agent makes an offer of an Interest, the Offering Documents, as amended as of such time, in hard copy form or in such other manner as has been agreed to between the Sub-Selling Agent and potential investor, provided, however, that Sub-Selling Agent has received the consent of the potential investor to receive the Offering Documents in such other manner in compliance with all applicable CFTC and NFA rules.
Sample 1Sample 2Sample 3See All (5)
Offering and Sale of Interests. (a) Selling Agent shall deliver to each person to whom Selling Agent makes an offer of an Interest, the Offering Documents, as amended as of such time.
Sample 1Sample 2Sample 3See All (4)
Offering and Sale of Interests. On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, the Seller hereby appoints the Placement Agent as its exclusive placement agent to offer, on a “best efforts” basis, and to cause participating dealers (as described in Section 3(a) hereof) to offer, on a “best efforts” basis, Interests on the terms and conditions set forth in the Private Placement Memorandum and in the Purchase Agreement, in substantially the form included with the Private Placement Memorandum (the “Purchase Agreement”), and the Placement Agent agrees to offer and sell Interests on a “best efforts” basis during the period commencing with the Effective Date and ending on the Termination Date (the “Offering Period”).
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Offering and Sale of Interests. (a) MS will request Offering Documents, as amended as of such time, through the Fund's web-based document management and delivery software for each person to whom MS makes an offer of the Interests. The Fund, at no cost to MS, will deliver to MS the Offering Documents that have been clearly identified with control numbers, bar codes and the name of the person for whom the Offering Documents are specifically created by the Fund via electronic mail which will include a link to the Offering Documents and the appropriate disclaimers that must be accepted by each person prior to accessing the Offering Documents, or regular mail as requested by MS. The Fund will be responsible for assigning control numbers to the Offering Documents, and maintaining the name of the person entered in the sign-in page prior to accessing the Offering Documents and the internet protocol address provided by each machine that accesses the link to the Offering Documents to the extent that such internet protocol address can be reasonably determined. The Fund will promptly provide the name of the person entered in the sign-in page prior to accessing the Offering Documents and, if reasonably available, the internet protocol address provided by each machine that accesses the link to the Offering Documents to MS upon request. For the avoidance of doubt, this Agreement shall not require the Fund from the date set forth above to make modifications to its web-based document and delivery software at the request of MS.
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Offering and Sale of Interests. (a) MS will deliver to each person to whom MS makes an offer of an Interest, the Offering Documents, as amended as of such time.
Sample 1
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Offering and Sale of Interests. (a) The Selling Agent is hereby appointed the exclusive selling agent of the Partnership, except as may be otherwise approved by the General Partner, during the term herein specified for the purpose of finding acceptable subscribers who are "accredited investors" (as defined in the 0000 Xxx) through a private placement. Subject to the performance by the General Partner and the Trading Advisor of their respective obligations to be performed hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of the General Partner, the Commodity Broker and the Trading Advisor contained herein, the Selling Agent hereby accepts such agency and agrees on the terms and conditions herein set forth to use reasonable efforts during the term hereof to find acceptable subscribers for the Interests, subscriptions being made in multiples of $1,000 with the minimum subscription being $100,000 for initial subscriptions and $25,000 for additional subscriptions, subject to reduction to not less than $50,000 in the discretion of the General Partner. It is understood that the Selling Agent's agreement to use reasonable efforts to find acceptable subscribers for the Interests shall not prevent it from acting as a selling agent or underwriter for the securities of other issuers which may be offered or sold during the term hereof. The agency of the Selling Agent hereunder shall continue until the termination of this Agreement. No selling commissions will be paid from the proceeds of sales of Interests. The Selling Agent will be credited within the Xxxxxxx Xxxxx organization with a selling commission equal to 5% of the subscription price of each Interest, a portion of which will be paid to employees of the Selling Agent who sell the Interests from funds made available by the General Partner. In addition, the Selling Agent will receive subsequent credits of 3% per annum of the average month-end Net Asset Value of each outstanding Interest, payable as of the end of each calendar quarter. Accruals will begin with the thirteenth full month after such Interests are sold and will be made only in respect of Interests which remain outstanding at the end of the relevant month (including Interests redeemed as of such month-end). A portion of such credits will also be paid to employees of the Selling Agent who sell Interests from funds made available by the General Partner.
Sample 1

Related to Offering and Sale of Interests

  • Purchase and Sale of Interests Upon the terms and subject to the conditions set forth in this Agreement, Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller, at the Closing, the Interests. Seller shall transfer the Interests to Buyer by delivery of the Assignment Document at Closing.

  • Offering and Sale of Notes Each Agent and the Company agree to perform the respective duties and obligations specifically provided to be performed by them in the Procedures.

  • Purchase and Sale of the Units At the Closing, upon the terms and subject to the conditions set forth in this Agreement, the Seller shall sell, assign, transfer, deliver and convey to the Buyer, free and clear of any Liens, and the Buyer shall purchase, accept and acquire from the Seller, the Units.

  • Sale of Interests The Tax Partners agree that any sale by a Tax Partner of any ownership interest in a Certificate shall be deemed to be a sale of all or a portion of such Tax Partner's interest in the Tax Partnership.

  • Purchase and Sale of Units The Purchaser hereby subscribes for and purchases from the Company, and the Company hereby issues and sells to the Purchaser, 20,000 units (the “Initial Units”) at a purchase price of approximately $.004348 per Initial Unit for an aggregate purchase price of $86.84. Each Initial Unit consists of one share of Common Stock and one warrant (an “Initial Warrant”) to purchase one additional share of Common Stock for $7.00 in accordance with the terms of the Warrant Agreement to be entered into by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, which shall be substantially in the form attached hereto as Exhibit A (the “Warrant Agreement”). The Initial Units, together with the underlying Common Stock and the Initial Warrants, are referred to herein as the “Securities.”

  • Purchase and Sale of Membership Interests Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers shall sell to Purchaser, and Purchaser shall purchase and accept from Sellers, the Membership Interests, free and clear of all Liens (other than restrictions arising under applicable securities Laws or Gaming Laws).

  • Purchase and Sale of the Warrants (i) As payment in full for the 8,666,667 Warrants being purchased under this Agreement, the Purchaser shall pay $13,000,000 (the “Purchase Price”), by wire transfer of immediately available funds in accordance with the Company’s wiring instructions, at least one (1) business day prior to the effective date of the Registration Statement, or on such other date as the Company and the Purchaser may agree.

  • Issuance and Sale of Shares The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through CF&Co, acting as agent and/or principal, (a) shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $75,000,000 (the “Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and CF&Co shall have no obligation in connection with such compliance. The issuance and sale of Shares through CF&Co will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3 (File No. 333-157753), including a base prospectus dated March 6, 2009, relating to certain securities, including the Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company has furnished to CF&Co, for use by CF&Co, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, on each date and time that such registration statement and any post-effective amendment thereto became or becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act Regulations (“Rule 433”), relating to the Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g) (“Issue Free Writing Prospectus”), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to either the Electronic Data Gathering Analysis and Retrieval System or Interactive Data Electronic Applications (collectively “IDEA”). The Company owns 100% of the partnership interests of the Partnership and is the sole general partner of the Partnership. The Partnership directly or indirectly owns twenty (20) hotels as described in the Prospectus (individually a “Hotel” and collectively, the “Hotels”). The Partnership (or one of its subsidiaries) leases each of the Hotels to a wholly-owned subsidiary (a “Lessee”), pursuant to a separate lease (collectively, the “Leases”). All of the Hotels are operated and managed by a manager (the “Manager”) pursuant to separate management agreements (collectively, the “Management Agreements”), each between a Lessee and the Manager, with the exception of the Frenchman’s Reef & Morning Star Marriott Beach Resort property (which does not operate under a lessee structure). The Leases and the Management Agreements are referred to herein, collectively, as the “Hotel Agreements.”

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