Sale of Shares of the Fund Sample Clauses

Sale of Shares of the Fund. 3.1. The Distributor will have the right to sell on behalf of the Fund, as its agent, any shares needed but not more than the shares needed (except for clerical errors in transmission) to fill unconditional orders for shares of the Fund placed with the Distributor by investors. The Distributor agrees that the Fund shall receive 100% of the net asset value, determined as set forth in the Prospectus, for all shares sold by the Distributor. The Fund acknowledges that the Distributor will enter into sales or servicing agreements with registered securities brokers and banks and into servicing agreements with financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms. In entering into such agreements, the Distributor shall act only on its own behalf as principal underwriter and distributor. The Distributor shall not be responsible for making any distribution plan or service fee payments pursuant to any plans the Fund may adopt or agreements it may enter into. 3.2. The shares are to be sold by or through the Distributor to investors at a price per share ("offering price") equal to the sum of the net asset value per share determined as set forth in the Prospectus. 3.3. The Fund shall have the right to suspend the sale of shares at times when redemption is suspended pursuant to the conditions set forth in subsection 4.2. The Fund shall also have the right to suspend the sale of shares if a banking moratorium shall have been declared by federal or New York authorities, if there shall have been some other event, that, in the judgment of the Trustees of the Fund makes it impracticable or inadvisable to sell shares, or if in the judgment of the Trustees, the suspension of the sale of shares is in the best interests of the Fund or at any time when required by the provisions of any statute, order, rule or regulation of any governmental body having jurisdiction. 3.4. The Fund, or any agent of the Fund designated in writing by the Fund, shall be promptly advised of all purchase orders for shares received by the Distributor. Any order may be rejected by the Fund for any reason whatsoever. The Fund (or its agent) will confirm orders upon their receipt, will make appropriate book entries and upon receipt by the Fund (or its agent) of payment therefore, will deliver deposit receipts or certificates for such shares pursuant to the instructions of the Distributor. Payment shall be made to the Fund in New York Clear...
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Sale of Shares of the Fund. 3.1. The Distributor will have the right to sell on behalf of the Fund, as its agent, any shares needed but not more than the shares needed (except for clerical errors in transmission) to fill unconditional orders for shares of the Fund placed with the Distributor by investors. The Distributor agrees that the Fund shall receive 100% of the net asset value, determined as set forth in the Prospectus, for all shares sold by the Distributor. 3.2. The shares are to be sold by or through the Distributor to investors at a price per share ("offering price") equal to the sum of the net asset value per share determined as set forth in the Prospectus. 3.3. The Fund shall have the right to suspend the sale of shares at times when redemption is suspended pursuant to the conditions set forth in subsection 4.2. The Fund shall also have the right to suspend the sale of shares if a banking moratorium shall have been declared by federal or New York authorities, if there shall have been some other event, that, in the judgment of the Trustees of the Fund makes it impracticable or inadvisable to sell shares, or if in the judgment of the Trustees, the suspension of the sale of shares is in the best interests of the Fund. 3.4. The Fund, or any agent of the Fund designated in writing by the Fund, shall be promptly advised of all purchase orders for shares received by the Distributor. Any order may be rejected by the Fund for any reason whatsoever. The Fund (or its agent) will confirm orders upon their receipt, will make appropriate book entries and upon receipt by the Fund (or its agent) of payment therefore, will deliver deposit receipts or certificates for such shares pursuant to the instructions of the Distributor. Payment shall be made to the Fund in New York Clearing House funds, or by federal funds wire, cashiers check or certified check. The Distributor agrees to cause such payment and such instructions to be delivered promptly to the Fund (or its agent).
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Sale of Shares of the Fund. State Street shall make such arrangements with the Transfer Agent of the Fund as will enable State Street to make certain it receives the cash consideration due to the Fund for shares of beneficial interest ("shares") of the Fund as may be issued or sold from time to time by the Fund, all in accordance with the Fund's Declaration of Trust and By-Laws, as amended.
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Sale of Shares of the Fund. To make such arrangements with the Fund as will enable the Bank to make certain it receives the purchase order information and payment due to the Fund for such new or treasury shares of the Fund as may be issued or sold from time to time by the Fund, all in accordance with the Fund's Declaration of Trust or other Fund documents or agreements, including its current Prospectus. In connection with such issuance of new or treasury shares of the Fund, the Bank shall make such arrangements with the Transfer Agent and the Fund as shall insure the timely notification to the Transfer Agent and to the Fund of the receipt and sufficiency of purchase order information and payment for such shares, including notification of any check or other payment instrument that has been dishonored by the prospective purchaser's bank and of the receipt of Federal funds by the Custodian by means of the Federal Reserve Wire System or of the receipt of funds by other bank wire transfers in payment for the issuance of such shares or of the receipt of funds through customary bank collection methods.
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Sale of Shares of the Fund. To make such arrangements with the Transfer Agent (which shall also include any sub-transfer agent) of the Fund as will enable the Bank to make certain it receives the cash consideration due to the Fund for such new or treasury shares of the Fund as may be issued or sold from time to time by the Fund, all in accordance with the Fund’s Articles of Incorporation or other Fund documents or agreements. In connection with such issuance of new or treasury shares of the Fund, the Bank shall make such arrangements with the Transfer Agent and as shall insure the timely notification to the Transfer Agent and to the Fund of the receipt of Federal funds by the Bank by means of the Federal Reserve Wire System or of the receipt of funds by other bank wire transfers in payment for the issuance of such shares or of the receipt of funds through customary bank collection methods. For purposes of this paragraph, the Fund hereby instructs the Bank to consider checks not drawn on Federal funds as Federal funds according to the schedule promulgated by the Federal Reserve Bank of Kansas City for the determination of Federal funds credit to a member bank. Wires received prior to the close of the New York Stock Exchange shall be deemed Federal funds on that business day; wires received on or after the close of the New York Stock Exchange shall be deemed Federal funds on the next business day.
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Related to Sale of Shares of the Fund

  • 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.

  • Sale of Shares by the Fund Unless you are otherwise notified by the Fund, any right granted to you to accept orders for Shares or to make sales on behalf of the Fund or to purchase Shares for resale will not apply to (i) Shares issued in connection with the merger or consolidation of any other investment company with the Fund or its acquisition, by purchase or otherwise, of all or substantially all of the assets of any investment company or substantially all the outstanding shares of any such company, and (ii) to Shares that may be offered by the Fund to shareholders of the Fund by virtue of their being such shareholders.

  • Purchase of Shares from the Fund (a) The Underwriter shall have the right to buy from the Fund the shares needed to fill unconditional orders for shares of the Fund placed with the Underwriter by investors or securities dealers, depository institutions or other financial intermediaries acting as agent for their customers. The price which the Underwriter shall pay for the shares so purchased from the Fund shall be the net asset value, determined as set forth in Section 3(d) hereof, used in determining the public offering price on which such orders are based. (b) The shares are to be resold by the Underwriter to investors at a public offering price, as set forth in Section 3(c) hereof, or to securities dealers, depository institutions or other financial intermediaries acting as agent for their customers having agreements with the Underwriter upon the terms and conditions set forth in Section 8 hereof. (c) The public offering price of the shares, i.e., the price per share at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares to the public, shall be the public offering price determined in accordance with the then current Prospectus and Statement of Additional Information of the Fund (the "Prospectus" and "Statement of Additional Information," respectively) under the Securities Act of 1933, as amended (the "Securities Act"), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such shares, plus, in the case of Class A shares, a front-end sales charge equal to a specified percentage or percentages of the public offering price of the Class A shares as set forth in the Prospectus. Class A shares may be sold without such a sales charge to certain classes of persons as from time to time set forth in the Prospectus and Statement of Additional Information. All payments to the Fund hereunder shall be made in the manner set forth in Section 3(f) hereof. (d) The net asset value of shares of the Fund shall be determined by the Fund, or any agent of the Fund, as of the close of regular trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth in the Prospectus and Statement of Additional Information and guidelines established by the Directors of the Fund. (e) The Fund reserves the right to suspend the offering of its shares at any time in the absolute discretion of its Directors. (f) The Fund, or any agent of the Fund designated in writing to the Underwriter by the Fund, shall be promptly advised by the Underwriter of all purchase orders for shares received by the Underwriter. Any order may be rejected by the Fund; provided, however, that the Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of shares. The Fund (or its agent) will confirm orders upon their receipt, will make appropriate book entries and upon receipt by the Fund (or its agent) of payment thereof, will deliver deposit receipts or certificates for such shares pursuant to the instructions of the Underwriter. Payment shall be made to the Fund in New York Clearing House funds. The Underwriter agrees to cause such payment and such instructions to be delivered promptly to the Fund (or its agent).

  • Purchase and Sale of Investments of the Fund 1. Promptly after each purchase or sale (as applicable) of Securities by a Fund, other than a purchase or sale of any Reverse Repurchase Agreement, a Fund shall deliver to the Custodian (i) with respect to each purchase or sale of Securities which are not Money Market Securities, a Certificate; and (ii) with respect to each purchase or sale of Money Market Securities, a Certificate, Oral Instructions or Written Instructions, specifying with respect to each such purchase or sale: (a) the name of the issuer and the title of the Securities; (b) the number of shares or the principal amount purchased or sold and accrued interest, if any; (c) the date of purchase or sale and settlement date; (d) the purchase or sale price per unit; (e) the total amount payable upon such purchase or sale; (f) the name of the person from whom or the broker through whom the purchase or sale was made, and the name of the clearing broker, if any; (g) in the case of a purchase, the name of the broker to which payment is to be made; and (h) in the case of a sale, the name of the broker to whom the Securities are to be delivered. In the case of a purchase, the Custodian shall, upon receipt of Securities purchased by or for a Fund, pay out of the moneys held for the account of a Fund the total amount payable to the person from whom, or the broker through whom, the purchase was made, provided that the same conforms to the total amount payable as set forth in such Certificate, Oral Instructions or Written Instructions. In the case of a sale, the Custodian shall deliver the Securities upon receipt of the total amount payable to a Fund upon such sale, provided that the same conforms to the total amount payable as set forth in such Certificate, Oral Instructions or Written Instructions. Subject to the foregoing, the Custodian may accept payment in such form as shall be satisfactory to it, and may deliver Securities and arrange for payment in accordance with the customs prevailing among dealers in securities.

  • Resale of Shares Holder and the Company acknowledge that as of the date hereof the Staff of the Division of Corporation Finance of the SEC has published Compliance & Disclosure Interpretation 528.04 in the Securities Act Rules section thereof, stating that the holder of securities issued in connection with a public offering may not rely upon Rule 144 promulgated under the Act to establish an exemption from registration requirements under Section 4(a)(1) under the Act, but may nonetheless apply Rule 144 constructively for the resale of such shares in the following manner: (a) provided that six months has elapsed since the last sale under the registration statement, an underwriter or finder may resell the securities in accordance with the provisions of Rule 144(c), (e), and (f), except for the notice requirement; (b) a purchaser of the shares from an underwriter receives restricted securities unless the sale is made with an appropriate, current prospectus, or unless the sale is made pursuant to the conditions contained in (a) above; (c) a purchaser of the shares from an underwriter who receives restricted securities may include the underwriter’s holding period, provided that the underwriter or finder is not an affiliate of the issuer; and (d) if an underwriter transfers the shares to its employees, the employees may tack the firm’s holding period for purposes of Rule 144(d), but they must aggregate sales of the distributed shares with those of other employees, as well as those of the underwriter or finder, for a six-month period from the date of the transfer to the employees. Holder and the Company also acknowledge that the Staff of the Division of Corporation Finance of the SEC has advised in various no-action letters that the holding period associated with securities issued without registration to a service provider commences upon the completion of the services, which the Company agrees and acknowledges shall be the final closing of the Offering, and that Rule 144(d)(3)(ii) provides that securities acquired from the issuer solely in exchange for other securities of the same issuer shall be deemed to have been acquired at the same time as the securities surrendered for conversion (which the Company agrees is the date of the initial issuance of this Purchase Warrant). In the event that following a reasonably-timed written request by H▇▇▇▇▇ to transfer the Shares in accordance with Compliance & Disclosure Interpretation 528.04 counsel for the Company in good faith concludes that Compliance & Disclosure Interpretation 528.04 no longer may be relied upon as a result of changes in applicable laws, regulations, or interpretations of the SEC Division of Corporation Finance, or as a result of judicial interpretations not known by the Company or its counsel on the date hereof, then the Company shall promptly, and in any event within five (5) business days following the request, provide written notice to Holder of such determination. As a condition to giving such notice, the parties shall negotiate in good faith a single demand registration right pursuant to an agreement in customary form reasonably acceptable to the parties; provided that notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 2 shall terminate on the fifth anniversary of the Effective Date. In the absence of such conclusion by counsel for the Company, the Company shall, upon such a request of Holder given no earlier than six months after the final closing of the Offering, instruct its transfer agent to permit the transfer of such shares in accordance with Compliance & Disclosure Interpretation 528.04, provided that Holder has provided such documentation as shall be reasonably be requested by the Company to establish compliance with the conditions of Compliance & Disclosure Interpretation 528.04. Notwithstanding anything to the contrary, pursuant to FINRA Rule 5110(g)(8)(B)-(D), the Holder shall not be entitled to more than one demand registration right hereunder and the duration of the registration rights hereunder shall not exceed five years from the Effective Date.