Common use of Foreign Shareholders Clause in Contracts

Foreign Shareholders. The Subscription Agent shall not mail --------------------- Rights Certificates to holders of Shares whose addresses are outside the United States, Mexico and the province of Ontario, Canada. The Subscription Agent shall hold such Rights Certificates for the account of such holders and upon notice from such holders shall sell the Rights, if feasible, on their behalf. If no instructions have been received prior to 10:00 a.m., Eastern Daylight Time, on the fifth business day immediately preceding the Expiration Date, the Subscription Agent shall sell such Rights, if feasible, and shall remit the net proceeds, if any, to such holders promptly following the Expiration Date. If such Rights can be sold, sales of such Rights will be deemed to have been effected at the weighted-average price received by the Subscription Agent for the sale of all Rights sold by the Subscription Agent on that day pursuant to this Section 11, less any applicable brokerage commissions, taxes and other expenses, provided that ATLANTIC shall pay the fees of the Subscription Agent in respect of such sales. In connection therewith, the Subscription Agent agrees that it (a) is acting solely on behalf and for the benefit of such holders who wish to sell their Rights and not as agent, or on behalf, of ATLANTIC, (b) shall not accept any instructions from ATLANTIC with respect to the timing of such sales, (c) shall effect all such sales in accordance with applicable law and (d) shall not effect any such sales in a manner that would cause a material adverse change in the market for the Rights.

Appears in 1 contract

Sources: Subscription Agency Agreement (Security Capital Atlantic Inc)

Foreign Shareholders. The Subscription Agent shall not mail --------------------- Rights Certificates to holders of Shares whose addresses are outside the United States, Mexico and the province of Ontario, Canada. The Subscription Agent shall hold such Rights Certificates for the account of such holders and upon notice from such holders shall sell the Rights, if feasible, on their behalf. If no instructions have been received prior to 10:00 a.m., Eastern Daylight Time, on the fifth business day immediately preceding the Expiration Date, the Subscription Agent shall sell such Rights, if feasible, and shall remit the net proceeds, if any, to such holders promptly following the Expiration Date. If such Rights can be sold, sales of such Rights will be deemed to have been effected at the weighted-average price received by the Subscription Agent for the sale of all Rights sold by the Subscription Agent on that day pursuant to this Section 11, less any applicable brokerage commissions, taxes and other expenses, provided that ATLANTIC shall pay the fees of the Subscription Agent in respect of such sales. In connection therewith, the Subscription Agent agrees that it (a) is acting solely on behalf and for the benefit of such holders who wish to sell their Rights and not as agent, or on behalf, of ATLANTIC, (b) shall not accept any instructions from ATLANTIC with respect to the timing of such sales, (c) shall effect all such sales in accordance with applicable law and (d) shall not effect any such sales in a manner that would cause a material adverse change in the market for the Rights.

Appears in 1 contract

Sources: Subscription Agency Agreement (Security Capital Atlantic Inc)

Foreign Shareholders. The Subscription Agent shall not mail --------------------- Rights Certificates to holders of Shares whose addresses are outside the United States, Mexico and the province of Ontario, Canada. The Subscription Agent shall hold such Rights Certificates for the account of such holders and upon notice from such holders shall sell the Rights, if feasible, on their behalf. If no instructions have been received prior to 10:00 a.m., Eastern Daylight Standard Time, on the fifth business day immediately preceding the Expiration Date, the Subscription Agent shall sell such Rights, if feasible, and shall remit the net proceeds, if any, to such holders promptly following the Expiration Date. If such Rights can be sold, sales of such Rights will be deemed to have been effected at the weighted-average price received by the Subscription Agent for the sale of all Rights sold by the Subscription Agent on that day pursuant to this Section 11, less any applicable brokerage commissions, taxes and other expenses, provided that ATLANTIC Homestead shall pay the fees of the Subscription Agent in respect of such sales. In connection therewith, the Subscription Agent agrees that it (a) is acting solely on behalf and for the benefit of such holders who wish to sell their Rights and not as agent, or on behalf, of ATLANTICHomestead, (b) shall not accept any instructions from ATLANTIC Homestead with respect to the timing of such sales, (c) shall effect all such sales in accordance with applicable law and (d) shall not effect any such sales in a manner that would cause a material adverse change in the market for the Rights.

Appears in 1 contract

Sources: Subscription Agency Agreement (Homestead Village Inc)