SALES OF UNITS Clause Samples

The 'Sales of Units' clause defines the terms and conditions under which units—such as shares, interests, or physical units—are offered for sale by a party. It typically outlines the process for offering units, eligibility requirements for purchasers, and any restrictions or procedures related to the transfer or allocation of these units. For example, it may specify how units are priced, the method of payment, and any approval processes required before a sale is finalized. The core function of this clause is to establish a clear and orderly framework for the sale and transfer of units, thereby reducing disputes and ensuring compliance with relevant regulations or agreements.
SALES OF UNITS. The Dealer Manager shall, and each Soliciting Dealer, shall agree to solicit purchases of the Units only in the jurisdictions in which the Dealer Manager and such Soliciting Dealer are legally qualified to so act and in which the Dealer Manager and each Soliciting Dealer have been advised by the Company in writing that such solicitations can be made.
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SALES OF UNITS. (a) Subject to the terms and conditions set forth herein, Borrower may consent to Mortgage Borrower entering into contracts for the sale of any Units; provided that Mortgage Borrower has received authorization to do so from the New York State Department of Law and each of said contracts is in full compliance with the terms and conditions hereof and with the terms and provisions of the Offering Plan or the No-Action Letter and the other Amended Condominium Documents, and provided further that all of the following conditions shall have been satisfied (each such contract complying with the terms hereof shall be referred to herein, as an “Approved Sales Contract” and collectively, “Approved Sales Contracts”): (i) such Approved Sales Contract is with either an MCTA Party or a bona fide purchaser of a Unit who is not an Affiliate of Borrower, Mortgage Borrower or any Guarantor (a “Contract Vendee”); (ii) if such Approved Sales Contract is in respect of Individual Hotel Units, such Units shall (1) be located only on floors 2 through and including 12 of the Property, and (2) comprise either a full floor or half-floor of space in the Property (as reasonably determined by Lender); (iii) each Approved Sales Contract must provide for an “all cash sale” (it being understood that if a Unit is financed by a third party, the same shall constitute an “all cash sale”), payable in full by bank or certified check or wire transfer of immediately available funds at closing; (iv) the Approved Sales Contract shall not materially deviate from the form contract of sale that was approved in writing by Lender and, if an Offering Plan has been filed, by the New York State Department of Law; (v) Borrower shall deliver to Lender a true and correct copy of each Approved Sales Contract together with a summary of such Approved Sales Contract (such summary to be in a form reasonably approved by Lender), in each case within five (5) Business Days after the execution of the Approved Sales Contract; (vi) the Approved Sales Contract shall require the Contract Vendee to deposit a cash amount equal to not less than ten percent (10%) of the purchase price set forth in such contract unless such Contract Vendee is an MCTA Party; (vii) the Approved Sales Contract shall be subject to no conditions (other than mortgage financing contingencies) upon the Contract Vendee’s obligation (except for customary title conditions and rights of rescission required by law) unless such Contract Vendee is an MCTA Par...
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SALES OF UNITS. From time to time, not more frequently than once per fiscal quarter and prior to the conclusion of the fiscal quarter, Chiron shall provide Ciba with a written notice of the amount of Units that it or its Affiliates wish to sell to Ciba, and the associated purchase price, all in accordance with the provisions of this Article 2. Such purchase price shall not exceed the lesser of (i) 100% of R&D Costs of the Funded Projects incurred on or after January 1, 1995 and not previously funded through sales of Units hereunder; or (ii) the maximum funding obligation of Ciba pursuant to Section 2.3.3 for the period in question. Ciba shall purchase the requested amount of Units, by paying the purchase price in U.S. dollars in immediately available funds, by wire transfer, unless otherwise mutually agreed. The purchase price shall be due and payable within thirty (30) days following the notice delivered by Chiron to Ciba pursuant to this Section 2.3.5.
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SALES OF UNITS. The Company may sell Units for such consideration as is approved by the Board in particular instances. The consideration may be cash, non-cash assets, services or any other form of consideration which would be lawful consideration for the issuance of stock by a corporation incorporated in Delaware. The consideration paid by a Member to the Company for Units will constitute a Capital Contribution by the Member to the Company.
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SALES OF UNITS. You shall solicit purchases of the Units only in the jurisdictions in which are legally qualified to so act and in which you have been advised by the Company that such solicitations can be made.
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SALES OF UNITS. Prior to the transfer of title of any -------------- Condominium Units, Borrower shall, in addition to and not in limitation of any other requirements set forth herein, and the requirements of applicable Laws, satisfy each of the following conditions: (A) Borrower shall have provided Lender with not less than ten (10) days' prior written notice of the intended transfer of title, which written notice shall be accompanied by (i) a copy of the draft closing statement for the proposed transfer, and (ii) the partial release to be executed by Lender in order to release its security interest under the Mortgage in the applicable Condominium Unit and/or parking space, as applicable, to be sold and containing a description of the Condominium Unit and/or parking space, as applicable, to be released, which partial release shall be prepared by Borrower at Borrower's expense but subject to Lender's approval in its sole discretion;.
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Related to SALES OF UNITS

  • Sale of Units On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, you agree to sell the Units on a “best efforts” basis, as agent for the Fund. You are authorized to enlist other members of FINRA (“Soliciting Dealers”), acceptable to the Fund, to sell the Units. As compensation for these services, the Fund agrees that it will pay you a selling commission in an amount equal to 9% of the offering price of the Units sold pursuant to the terms of this Agreement, from which you may reallow a dealer commission of up to 7.5% of such offering price. In addition to such selling commissions, the Fund or the Manager will pay or reimburse to you or participating broker dealers an amount up to 1% of the Gross Proceeds as additional selling compensation in the form of underwriters’ expenses borne by the Fund, the Manager or their affiliates, as described in the following paragraph. You will pay wholesaling compensation to your personnel out of the selling commissions you will receive hereunder. Aggregate selling compensation paid in connection with the offering, will not exceed a total equal to 10% of the Gross Proceeds. It is understood that the Fund may pay or reimburse you and participating dealers a portion of their “underwriters’ expenses” incurred in connection with the offering, and the Fund, the Manager or their Affiliates may bear certain other expenses directly that may be deemed “underwriters’ expenses.” These underwriters’ expenses include amounts paid by the Fund, the Manager or its Affiliates to you and participating broker dealers relating to sales seminar costs and expenses; advertising and promotion expenses; travel, food and lodging costs; telephone expenses; and an allocable portion of any of your salary expenses and legal fees borne by the Manager or its Affiliates. All of such amounts paid to you or participating broker dealers, all underwriters’ expenses borne on behalf of you or any participating broker dealer by the Fund or any other party on its behalf, and all selling commissions are together deemed “underwriting compensation” paid in connection with the offering. The total of all underwriting compensation, including sales commissions, wholesaling salaries and commissions, retail and wholesaling expense reimbursements, seminar expenses and any other underwriters’ expenses or other forms of compensation paid to or for you or participating broker-dealers, will not exceed 10% of the Gross Proceeds. In addition to such selling compensation, the Fund may reimburse the Soliciting Dealers for their bona fide and accountable expenses for due diligence purposes; provided, however, that any such payment or reimbursement will be made only upon presentation of detailed, itemized invoices for such bona fide due diligence expenses. Bona fide due diligence expenses will include actual costs incurred by broker-dealers to review the business, financial statements, transactions, and investments of ATEL and its prior programs to determine the accuracy and completeness of information provided in the Prospectus, the suitability of the investment for their clients and the integrity and management expertise of ATEL and its personnel. Costs may include telephone, postage and similar communication costs incurred in communicating with ATEL personnel, and ATEL’s outside accountants and counsel in this pursuit; travel and lodging costs incurred in visiting the ATEL offices, reviewing ATEL’s books and records and interviewing key ATEL personnel; the cost of outside counsel, accountants and other due diligence investigation specialists engaged by the broker-dealer; and the internal costs of time and materials expended by broker-dealer personnel in this due diligence effort. ATEL will require full itemized documentation of any claimed due diligence expenditure and will determine whether the expenditure can be fairly allocated to bona fide due diligence investigation before permitting reimbursement. Notwithstanding the foregoing, however, it is understood and agreed that the Manager has reserved the right to accept or reject any subscriptions for Units as set forth in the Prospectus and no selling commission will be payable to you or any of the Soliciting Dealers with respect to the tender of any Subscription Agreement which is rejected by you or the Manager as aforesaid. Furthermore, no subscription will be deemed binding until at least five days following delivery of a Prospectus. The Fund further agrees that it will pay the foregoing selling commission with respect to the purchase price of each of the Units upon the Manager’s acceptance of the order for such Units; provided, however, that none of such commissions will be payable or paid until release to the Fund from the escrow account in which they are to be deposited of proceeds from subscriptions for a minimum of 120,000 Units. It is understood and agreed that you may, in your discretion, permit you, the Manager, a Soliciting Dealer or any Affiliate or employee of any of the foregoing or certain clients of registered investment advisors to purchase Units net of the 7.5% retail selling commissions at a per Unit price of $9.25, as more specifically described in the Prospectus under “Plan of Distribution—Investments by Certain Persons.” Any such sale of Units net of retail commissions to you, the Manager, a Soliciting Dealer or any Affiliate or employee of such person will only be made if and to the extent that any Soliciting Dealer which would otherwise be entitled to a selling commission on any such transaction agrees to such rebate.

  • Sales of Shares The Dealer Manager shall, and each Soliciting Dealer shall agree to, solicit purchases of the Shares only in the jurisdictions in which the Dealer Manager and such Soliciting Dealer are legally qualified to so act and in which the Dealer Manager and each Soliciting Dealer have been advised by the Company in writing that such solicitations can be made.

  • Purchase of Units On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, an aggregate of 20,000,000 units of the Company (the “Firm Units”) at a purchase price (net of discounts and commissions) of $9.80

  • Placement Units On the Closing Date and the Option Closing Date, as applicable, the Placement Units have been purchased as provided for in the Sponsor Unit Purchase Agreement and the requisite portion of the purchase price for such securities specified herein and therein shall be deposited into the Trust Account.

  • Sales of Shares by the Fund The Fund reserves the right to issue shares at any time directly to its shareholders as a stock dividend or stock split and to sell shares to its shareholders or to other persons approved by ▇▇▇▇▇▇ at not less than net asset value.