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Offer and Sale of Shares Clause Examples for Any Agreement

Offer and Sale of Shares.Financial Intermediary will offer and sell Shares only in accordance with the terms and conditions of the applicable current prospectus (“Prospectus�) and Statement of Additional Information (“SAI�) and applicable rules, regulations and requirements. Financial Intermediary will make no representations concerning any Shares not included in the Prospectus or SAI or in any authorized supplemental sales material supplied to Financial Intermediary by JPMDS or the Funds.
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Offer and Sale of Shares.Subject to the terms and conditions stated herein, MCUSA agrees to offer and sell the Shares on a �best efforts� basis. MCUSA is authorized to enlist Selling Dealers, acceptable to the Fund, to offer and sell the Shares. Each Selling Dealer shall be duly registered as a broker-dealer under the Exchange Act and in the jurisdictions where it is required to be registered in order to offer and sell the Shares, shall be a member in good standing of FINRA, and shall enter into a selling dealer agreement, in substantially the form attached hereto as Schedule 1 (the “Selling Dealer Agreement�). The Manager may, with notice to MCUSA, change the terms and conditions of the subscriptions at any time (but such change may not adversely affect the rights of subscribers who may have submitted their subscriptions before such change) and to suspend or discontinue the sale of the Shares at any time and without notice.
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Offer and Sale of Shares.The offer and sale of Shares is to be effected pursuant to the registration requirements of the 1933 Act. As used in this Agreement, the terms “offer� and “sale� have the meanings specified in Section 2(3) of the 1000 Xxx. The Distributor shall not have any rights or obligations in connection with the offer and sale of Shares contemplated by this Agreement, except as expressly provided in this Agreement. In no event shall the Distributor be obligated to purchase Shares for its own account or for the accounts of its customers.
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Offer and Sale of Shares.1.1 Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby appoints the Dealer Manager as its agent and distributor to solicit and to retain the Participating Dealers (as defined below) to solicit subscriptions for the Shares at the subscription price to be paid in cash. The Dealer Manager hereby accepts such agency and exclusive distributorship and agrees to use its reasonable best efforts to sell or cause to be sold the Shares in such quantities and to such persons in accordance with such terms as are set forth in this Agreement, the Prospectus and the Registration Statement (as defined below). The Dealer Manager shall do so during the period commencing on the initial Effective Date (as defined below) and ending on the termination of this Agreement pursuant to Section 10. The number of Shares, if any, to be reserved for sale by each Participating Dealer may be determined by mutual agreement, from time to time, by the Dealer Manager and the Company. In the absence of such determination, the Company shall accept subscriptions based upon a first-come, first accepted reservation or other similar method. Under no circumstances will the Dealer Manager be obligated to underwrite or purchase any Shares for its own account and, in soliciting purchases of Shares, the Dealer Manager shall act solely as the Company’s agent and not as an underwriter or principal. 1.2 The Shares offered and sold through the Dealer Manager under this Agreement shall be offered and sold only by the Dealer Manager and other securities dealers the Dealer Manager may retain (collectively the “Participating Dealers�). All such engagements of Participating Dealers shall be evidenced by written agreements, the terms and conditions of which shall substantially conform to the form of Participating Dealer Agreement substantially in the form of Exhibit A hereto (the “Participating Dealer Agreement�). 1.3 Each person desiring to purchase Shares through the Dealer Manager, or any Participating Dealer, will be required to complete and execute the subscription documents described in the Prospectus. 1.4 A sale of a Share shall be deemed by the Company to be completed for purposes of this Agreement if and only if (a) the Company or an agent of the Company has received a properly completed and executed subscription agreement, together with payment of the full purchase price of each purchased Share, from an investor who satisfies the applicable suitability standards ...
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Offer and Sale of Shares.(a) Pursuant to the Confidential Memorandum, the Company is offering Shares on a continuous basis for an indefinite period of time. Shares will be offered, subject to any minimum investment amount per subscriber (“Subscriber�) and class or series of Shares and terms and conditions of ownership and eligibility, as set forth in the Confidential Memorandum and the Subscription Agreement (as defined below). The issuance and sale of any Shares to any Subscriber whose subscription is accepted by the Company shall be made as provided in the Confidential Memorandum and the subscription agreement (together with any supplement and other materials required to be submitted therewith, the “Subscription Agreement�) completed and executed by such Subscriber in connection with the subscription. The first date on which the Company accepts subscriptions for Shares in the Offering is the “Initial Closing Date.� The Company intends to hold an indefinite number of closings subsequent to the Initial Closing Date for the duration of the Company’s continuous offering, as described in the Confidential Memorandum (each date on which a subsequent closing is held, a �Subsequent Closing Date�). (b) Each Subscriber will be required to deliver a completed Subscription Agreement to the Company or its agent pursuant to the instructions set forth in the Subscription Agreement. The full purchase price of the Shares being purchased pursuant to any such Subscription Agreement shall be delivered in accordance with the terms and conditions set forth in the Subscription Agreement and the Confidential Memorandum. No prospective purchaser shall have the right to purchase any Shares until its Subscription Agreement shall have been accepted by the Company, as set forth in the Confidential Memorandum and the Subscription Agreement. The Company may reject any Subscription Agreement for any or no reason. (c) Affiliates of the Placement Agent may purchase Shares for their own account as principal, although they will be under no obligation to do so. (d) Unless the Company and/or the Shares have been registered for public sale under the laws of a relevant jurisdiction or otherwise permitted by applicable laws and regulations, neither the Placement Agent nor the Company, nor any person acting on behalf of either, including any affiliate or sales or marketing agent will offer to sell, offer for sale or sell the Shares by means of any (i) form of general solicitation or general advertising, (ii) advertisemen...
Source 1
Offer and Sale of Shares.The Company has taken all required action under the 1933 Act, the 1933 Act Regulations, the 1940 Act and the 1940 Act Regulations to make the offering and consummate the sale of the Shares as contemplated by this Agreement.
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Offer and Sale of Shares.Financial Intermediary and BD will make the Funds available to Contractowners through the Separate Account only in accordance with the terms and conditions of the applicable current prospectus (“Prospectus�) and Statement of Additional Information (“SAI�) and applicable rules, regulations and requirements. Financial Intermediary and BD will make no representations concerning any Shares not included in the Prospectus or SAI or in any authorized supplemental sales material supplied to Financial Intermediary by JPMDS or the Funds.
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Offer and Sale of Shares.Financial Intermediary will purchase, redeem and pay for Shares only in accordance with the terms and conditions of the applicable current prospectus (“PDz𳦳ٳܲ�), Statement of Additional Information (“SAI�), and Article I of the Participation Agreement, and applicable rules, regulations and requirements.
Source 1
Offer and Sale of Shares.The offer and sale of Shares is to be effected pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), provided by Section 4(2) thereof and the regulations thereunder. Offers and sales of the Shares by the Fund will be made in accordance with the general provisions of Regulation D under the 1933 Act ("Regulation D"). As used in this Agreement, the terms "offer" and "sale" have the meanings specified in Section 2(3) of the 0000 Xxx. The Agent shall not have any rights or obligations in connection with the offer and sale of Shares contemplated by this Agreement, except as expressly provided in this Agreement. In no event shall the Agent be obligated to purchase Shares for its own account or for the accounts of its customers.
Source 1

Related to Offer and Sale of Shares

  • Purchase and Sale of Shares 2.1.1. At the Closing, and subject to the terms and conditions set forth in this Agreement, each holder of Sold Shares shall sell, transfer and deliver to the Buyer (or the Buyer’s designee), free and clear of all Liens, and the Buyer (or the Buyer’s designee) shall purchase from each Shareholder, the number of Shares to be listed opposite the name of such Shareholder on Schedule 2.1. The parties agree that Schedule 2.1 shall be updated by the parties promptly upon the delivery of the Allocation Schedule in accordance with Section 2.5.1 to reflect the applicable number of Sold Shares and Rollover Shares being sold or contributed, as applicable, by each Shareholder. 2.1.2. Concurrently with the execution of this Agreement, the Rollover Stock Participants have entered into the Rollover Stock Agreement, pursuant to which such Rollover Stock Participants will acquire non-voting shares of common stock of HHHH (“HHHH Shares�). The Rollover Stock Agreements provide that (a) effective immediately prior to the Closing, each Rollover Stock Participant will contribute to HHHH the number of Shares to be set forth on Schedule 2.1 opposite the name of such Rollover Stock Participant (collectively, the “Rollover Shares�) which otherwise would be acquired by the Buyer pursuant to this Agreement, and (b) in exchange, HHHH will issue to such Rollover Stock Participant a number of HHHH Shares to be set forth on Schedule 2.1. On or before December 5, 2014, the Rollover Stock Participants shall deliver to the Buyer a schedule setting forth the Rollover Amount (the “Rollover Schedule�). 2.1.3. The Company and each Seller hereby irrevocably consent to the Rollover, the contribution and exchange with respect to the Rollover Shares, and the consummation of the transactions and form of consideration contemplated by the Rollover Stock Agreements and hereby waive any restrictions on transfer, rights-of-first refusal, participation rights and other rights in connection with the Rollover and the contribution and exchange of the Rollover Shares. 2.1.4. At the Closing, each Option shall be cancelled, and, in consideration therefor, each Optionholder shall have the right to receive a portion of the Purchase Price as set forth in Section 2.4. Each Optionholder hereby agrees to the cancellation of such Optionholder’s Option in exchange for a portion of the Purchase Price as set forth in Section 2.4. 2.1.5. The Sellers hereby waive all rights that they may have to receive notice with respect to any Change in Ownership or Fundamental Change (as those terms are defined in the Amended and Restated Certificate of Incorporation of the Company) or to require the redemption or conversion of their shares of Common Stock pursuant to such Amended and Restated Certificate of Incorporation. 2.1.6. Each Seller that is a party to that certain Amended and Restated Stockholders Agreement, dated as of August 3, 2007, by and among the Company, Xxxxx Xxxxxxx Fund VIII, L.P., The Northwestern Mutual Life Insurance Company (both for itself and for its Group Annuity Separate Account), CIT Healthcare LLC, Xxxx X’Xxxxx, Xxxx Xxxxxxx, HCHB Consulting, Inc., AGM Children’s Homecare, Inc., April Anthony, Xxxxxx Xxxxx, Xxx Xxxxxxx, Xxx Xxxxxx, Xxxx Xxxxx, Xxxxxxxx Xxxxx, and Xxxxxx Xxxxxxxx (the �2007 Stockholders Agreement�) hereby consents to the termination of the 2007 Stockholders Agreement, effective as of the Closing Date.

  • 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 Cowen, acting as agent and/or principal, up to 40,000,000 shares (the “Placement Shares�) of the Company’s common stock, par value $0.0001 per share (the “Common Stock�) having an aggregate offering price of up to $40,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) to be 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 Common Stock. The Company shall file, 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, including one or more base prospectuses, relating to certain securities, including the Placement 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 may prepare a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement�) to the base prospectus included as part of such registration statement. The Company shall furnish to Cowen, for use by Cowen, copies of the prospectus included as part of such registration statement, as supplemented, if at all, by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, as amended when it 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 or 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 relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement, 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 Common Stock 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), 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 (the “Incorporated Documents�). 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�).

  • Sale of Shares The Issuer grants to Distributors the right to sell shares on behalf of the Issuer during the term of this Agreement and subject to the registration requirements of the Securities Act of 1933, as amended ("1933 Act"), and of the laws governing the sale of securities in the various states ("Blue Sky Laws") under the following terms and conditions: Distributors (i) shall have the right to sell, as agent on behalf of the Issuer, shares authorized for issue and registered under the 1933 Act, and (ii) may sell shares under offers of exchange, if available, between and among the funds advised by Fidelity Management & Research Company ("FMR") or any of its affiliates.

  • Purchase and Sale of Stock Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell to Purchaser, an aggregate of 37,500 shares of the Common Stock of the Company (the "Stock") at $0.01 per share, for an aggregate purchase price of $375.00, payable in cash. The closing hereunder, including payment for and delivery of the Stock, shall occur at the offices of the Company immediately following the execution of this Agreement, or at such other time and place as the parties may mutually agree (the "Closing").

  • Purchase and Sale of Shares Closing 2.01. Purchase and Sale of the Shares........................................................................... 10 2.02.