Examples of Program Shares in a sentence
The Program Shares may be offered and sold in (1) privately negotiated transactions (if and only if the parties hereto have so agreed in writing), or (2) by any other method or payment permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act, including sales made directly on the Principal Market or sales made to or through a market maker or through an electronic communications network.
The relative benefits received by EQR on the one hand and Xxxxxx Xxxxxxx on the other shall be deemed to be in the same proportion as the total net proceeds from the offering of Program Shares (before deducting expenses) received by EQR bear to the total commissions received by Xxxxxx Xxxxxxx.
The authorizations referred to in Section 3.10, Section 3.12, Section 3.18, and Section 3.25 of this Agreement shall have been issued and shall be in full force and effect, and such authorizations shall not be the subject of any pending or, to the knowledge of the Transaction Entities, threatened application for rehearing or petition for modification, and are sufficient to authorize the issuance and sale of the Program Shares.
Additionally, Xxxxxx Xxxxxxx is not advising the Transaction Entities or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the offering of Program Shares contemplated hereby.
Program Shares are no-load or load- waived share classes and therefore not subject to any upfront sales charge.
Notwithstanding any other provision of this Agreement, in the event EQR engages Xxxxxx Xxxxxxx for a sale of Program Shares that would constitute a “distribution” within the meaning of Rule 100 of Regulation M under the Exchange Act, EQR and Xxxxxx Xxxxxxx will agree to compensation that is customary for Xxxxxx Xxxxxxx with respect to such transactions.
Notwithstanding the provisions of this Section 6.04, Xxxxxx Xxxxxxx shall not be required to contribute any amount in excess of the amount by which the total price at which the Program Shares sold by it were sold to the public exceeds the amount of any damages which Xxxxxx Xxxxxxx has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omission.
Program Shares are no-load or load-waived share classes and therefore not subject to any upfront sales charge.
Notwithstanding any other provision of this Agreement, Xxxxxx Xxxxxxx shall not be obligated to sell any Program Shares hereunder during (i) any period in which it reasonably believes that EQR is, or could be deemed to be, in possession of material non-public information or (ii) during the fourteen (14) calendar days prior to any public announcement or release disclosing EQR’s results of operations or financial condition for a completed quarterly or annual fiscal period.
The trading of the Common Shares (including without limitation the Issuance Shares) shall not have been suspended by the Commission, the Principal Market or the Financial Industry Regulatory Authority since the immediately preceding Settlement Date or, if there has been no Settlement Date, the Closing Date, and the Program Shares (including without limitation the Issuance Shares) shall have been approved for listing or quotation on and shall not have been delisted from the Principal Market.