Special Sales definition

Special Sales shall have the meaning ascribed to it in the Prospectus. The Marketing Contribution and Due Diligence Expense Allowance will, however, be allowed and paid with respect to those sales which are "Special Sales" solely by virtue of (a) the presence of a contract for investment advisory and related brokerage services with the proposed investor/subscriber which includes a fixed or "wrap" fee feature , (b) being sales to the Soliciting Dealers and their respective officers and employees and certain of their respective affiliates who request and are entitled to purchase Shares net of selling commissions, and (c) being sales of Shares which are entitled to a volume discount, including the Shares credited to an investor as a result of a volume discount. Any subsequent purchases of Shares by investors who initially purchased Shares net of the 7% selling commission are limited to a maximum discount of 5% of the public offering price per Share.
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Special Sales shall have the meaning ascribed to it in the Prospectus. The Marketing Contribution and Due Diligence Expense Allowance will, however, be allowed and paid with respect to those sales which are "Special Sales" solely by virtue of (a) the presence of a contract for investment advisory and related brokerage services with the proposed investor/subscriber which includes a fixed or "wrap" fee feature, (b) being sales to the Soliciting Dealers and their respective officers and employees and certain of their respective affiliates who request and are entitled to purchase Shares net of selling commissions, and (c) being sales of Shares which are entitled to a volume discount, including the Shares credited to an investor as a result of a volume discount. Any subsequent purchases of Shares by investors who initially purchased Shares net of the 7% selling commission are limited to a maximum discount of 5% of the public offering price per Share. Your compensation may also be adjusted in the manner set forth in Section 4(g) of the Dealer Manager Agreement. Notwithstanding the foregoing, it is understood and agreed that no commission shall be payable with respect to particular Shares if the Company rejects a proposed subscriber's Subscription Agreement, which it may do, as provided in the form of Subscription Agreement for any reason or for no reason. Accordingly, you shall have no authority to issue a confirmation (pursuant to Exchange Act Rule 10b-10) to any subscriber; such authority residing solely in us, as the Dealer Manager and processing broker-dealer. Certain subscribers to the Company's Shares may agree with their participating Soliciting Dealer and the Dealer Manager to have selling commissions due with respect to the purchase of their Shares paid over a period of up to six years pursuant to a deferred commission option arrangement
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Special Sales means a sale of Shares: (i) to one or more Soliciting Dealers and their respective officers and employees and certain of their respective affiliates who request and are entitled to purchase Shares net of selling commissions; (ii) Shares credited to an investor as a result of a volume discount; or (iii) sales of Shares to certain investors whose contracts for investment advisory and related brokerage services include a fixed or "wrap" fee feature. The marketing contribution and due diligence expense allowance will, however, be paid and may be reallowed in respect of any Special Sales. The volume discount on any subsequent purchase of Shares by investors who initially purchase Shares net of the selling commission shall be limited to a maximum discount equal to five percent (5.0%) of the public offering price per Share. Notwithstanding the foregoing, no commission shall be payable on any subscription rejected by the Company. Accordingly, the authority to issue a confirmation (pursuant to Exchange Act Rule 10b-10) resides solely in us, in our capacity as the Dealer Manager and processing broker-dealer.
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Examples of Special Sales in a sentence

  • The Company will not pay Selling Commissions or the Dealer Manager Fees in connection with certain Special Sales of Class A Shares.

  • The Dealer Manager will not reallow Selling Commissions or the Dealer Manager Fees in connection with certain Special Sales of Class A Shares.

  • Certain other Special Sales shall be effected directly by the Company and not pursuant to this Agreement, and no selling commission shall be payable in connection with such Special Sales, including sales to one or more Soliciting Dealers and their respective officers and employees and certain of their respective affiliates who request and are entitled to purchase Shares net of selling commissions.

  • The Company will not pay Selling Commissions, but will pay the Dealer Manager Fee, in connection with certain Special Sales of Class A Shares.

  • The term "Special Sales" shall have the meaning ascribed to it in the Prospectus.

  • The Company will not pay the Selling Commissions in respect of Special Sales.

  • The Company agrees to pay to you a selling commission of 7.5%, of which 7% may be reallowed by you to the Soliciting Dealers, of the sales price for each Share sold (except for Special Sales) from the 250,000,000 Shares offered on a "best efforts" basis, as set forth in the Prospectus under the caption "Plan of Distribution," subject to the limitations described below.

  • The Dealer Manager will not reallow Selling Commissions, but subject to the conditions and limitations in this Agreement, will reallow one and three-eighths percent (1.375%) of the price per Share out of the Dealer Manager Fee to the Soliciting Dealer in connection with certain Special Sales of Class A Shares by the Soliciting Dealer.

  • In lieu of reimbursement of specific expenses, you will also receive, subject to the limitations described herein and in the Prospectus, a marketing contribution (equal to 2.5%) and due diligence expense allowance (equal to 0.5%), both aggregating 3% of the sale price from the 250,000,000 Shares offered on a "best efforts" basis (except for certain Special Sales), some portion of which may be reallowed by you to the Soliciting Dealers.

  • In lieu of reimbursement of specific expenses, you will also receive, subject to the limitations described herein and in the Prospectus, a marketing contribution (equal to 2%) and due diligence expense allowance (equal to 0.5%), both aggregating 2.5% of the sale price from the 50,000,000 Shares offered on a "best efforts" basis (except for certain Special Sales), some portion of which may be reallowed by you to the Soliciting Dealers.


More Definitions of Special Sales

Special Sales means *[Redacted]*. The Parties may agree from time to time to exclude certain Special Sales from this Agreement and such excluded Special Sales shall not be included in the Take or Pay Commitment hereunder.
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Related to Special Sales

  • Commercial Sale means for a given product and country the sale for value of that product by a Party (or, as the case may be, by an Affiliate or permitted sublicensee of a Party), to a Third Party after regulatory approval (if necessary) has been obtained for such product in such country.

  • Net Sales means [***].

  • Gross Sales means the sum total of all retail sales of tangible personal property or services as

  • Sales Year means the calendar year during which the Company sold Cigarettes in a Beneficiary State requiring the deposit of QEF Principal.

  • First Commercial Sale means the first sale for use or consumption of any Licensed Product in a country after all required Regulatory Approvals for commercial sale of such Licensed Product have been obtained in such country.

  • Annual Net Sales means, with respect to any Calendar Year, the aggregate amount of the Net Sales for such Calendar Year.

  • Retail sales As defined in the definition of Net Revenue.

  • Excess Cash Flow Period means each fiscal year of the Borrower, commencing with the fiscal year of the Borrower ending on December 31, 2016.

  • Net Sales Revenue shall have the meaning as set out in Schedule "A"

  • Calendar Year means each successive period of twelve (12) months commencing on January 1 and ending on December 31.

  • Income year means any year or accounting period beginning 1 July of one calendar year and ending 30 June of the following calendar year or any other period that the Trustees by resolution adopt;

  • Net Revenues means the difference between:

  • Gross Sales Proceeds with respect to each sale of Shares shall be the Gross Sales Price multiplied by the number of Shares sold;

  • Net Sales Proceeds means, in the case of a transaction described in clause (i)(A) of the definition of Sale, the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the Company, including all real estate commissions, closing costs and legal fees and expenses. In the case of a transaction described in clause (i)(B) of the definition of Sale, Net Sales Proceeds means the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the Company, including any legal fees and expenses and other selling expenses incurred in connection with such transaction. In the case of a transaction described in clause (i)(C) of the definition of Sale, Net Sales Proceeds means the proceeds of any such transaction actually distributed to the Company or the Operating Partnership from the Joint Venture less the amount of any selling expenses, including legal fees and expenses incurred by or on behalf of the Company (other than those paid by the Joint Venture). In the case of a transaction or series of transactions described in clause (i)(D) of the definition of Sale, Net Sales Proceeds means the proceeds of any such transaction (including the aggregate of all payments under a Mortgage on or in satisfaction thereof other than regularly scheduled interest payments) less the amount of selling expenses incurred by or on behalf of the Company, including all commissions, closing costs and legal fees and expenses. In the case of a transaction described in clause (i)(E) of the definition of Sale, Net Sales Proceeds means the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the Company, including any legal fees and expenses and other selling expenses incurred in connection with such transaction. In the case of a transaction described in clause (ii) of the definition of Sale, Net Sales Proceeds means the proceeds of such transaction or series of transactions less all amounts generated thereby which are reinvested in one (1) or more Assets within one hundred eighty (180) days thereafter and less the amount of any real estate commissions, closing costs, and legal fees and expenses and other selling expenses incurred by or allocated to the Company or the Operating Partnership in connection with such transaction or series of transactions. Net Sales Proceeds shall also include Refinancing Proceeds and any other amounts that the Company determines, in its discretion, to be economically equivalent to proceeds of a Sale. Net Sales Proceeds shall not include any reserves established by the Company, which shall be determined by the Board in its sole discretion.

  • Royalty Year means, (i) for the year in which the First Commercial Sale occurs (the “First Royalty Year”), the period commencing with the first day of the Calendar Quarter in which the First Commercial Sale occurs and expiring on the last day of the Calendar Year in which the First Commercial Sale occurs and (ii) for each subsequent year, each successive Calendar Year.

  • Contract Quarter means a three-month period that commences on January 1, April 1, July 1 or October 1 and ends on March 31, June 30, September 30, or December 31, respectively.

  • Recurring Revenue With respect to any Recurring Revenue Loan, the meaning of “Recurring Revenue” or any comparable definition in the related Underlying Instruments relating to recurring maintenance or support revenues, subscription revenues, and recurring revenues attributable to software licensed or sold (excluding one-time license revenues) in the Underlying Instruments for such Loan.

  • Advertising Revenues means revenues derived from sales of advertising that are made available to Grantee’s Cable System subscribers within the City and shall be allocated on a pro rata basis using total Cable Service subscribers reached by the advertising. Additionally, Grantee agrees that Gross Revenues subject to franchise fees shall include all commissions, rep fees, Affiliated Entity fees, or rebates paid to National Cable Communications (“NCC”) and Comcast Spotlight (“Spotlight”) or their successors associated with sales of advertising on the Cable System within the City allocated according to this paragraph using total Cable Service subscribers reached by the advertising.

  • Excess Cash Flow Application Date as defined in Section 2.12(c).

  • Quarter means, unless the context requires otherwise, a fiscal quarter of the Partnership, or, with respect to the fiscal quarter of the Partnership which includes the Closing Date, the portion of such fiscal quarter after the Closing Date.

  • Sales Revenue means receipts from the sale, lease, or rental of goods, services, or property;

  • Tax increment revenues means the amount of ad valorem property taxes and specific local taxes attributable to the application of the levy of all taxing jurisdictions upon the captured assessed value of real and personal property in the zone. Tax increment revenues do not include any of the following:

  • Total Revenues means revenues from all taxes and fees, excluding revenue from funds managed by local government on behalf of a specific third party, and does not include the proceeds from borrowing or asset sales.

  • Initial Sale is defined in the recitals of this Agreement.