Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by Dealer to make their instruments of payment payable to or for the benefit of “Nuveen Global Cities REIT, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If Dealer receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, Dealer shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments of payment received by Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Dealer for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Where, pursuant to Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company.
Appears in 7 contracts
Sources: Dealer Manager Agreement (Nuveen Global Cities REIT, Inc.), Dealer Manager Agreement (Nuveen Global Cities REIT, Inc.), Dealer Manager Agreement (Nuveen Global Cities REIT, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement subscription eligibility form provided by the Company to each Dealer for use in connection with the Offering (the “Eligibility Form”) and to deliver to the Dealer such completed and executed Subscription Agreement Eligibility Form together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer to make their instruments of payment payable to or for the benefit of “Nuveen Global Cities REIT, Dividend Capital Diversified Property Fund Inc.” Purchase orders which include a completed received and executed Subscription Agreement in good order and instruments of payment received processed by the Company at least five (5) business days prior to the last close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day of the month (unless waived by the Dealer Manager) will be executed as at the price per share of the first class of shares being purchased calculated at the end of such business day plus, for Class A shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received and processed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next month (based on business day plus, for Class A shares only, applicable selling commissions, in accordance with the prior month’s transaction price)procedures described in the Prospectus. Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If the Dealer receives a Subscription Agreement an Eligibility Form or instrument of payment not conforming to the foregoing instructions, the Dealer shall return such Subscription Agreement Eligibility Form and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements Eligibility Forms and instruments of payment received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements Eligibility Forms and instruments of payment are received from subscribers, Subscription Agreements Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer for deposit to the Company or its agent Dividend Capital Diversified Property Fund Inc. as set forth in the Subscription Agreement Eligibility Form or as otherwise directed by the Company. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Subscription Agreements Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements Eligibility Forms and instruments of payment for deposit to the Company or its agent Dividend Capital Diversified Property Fund Inc. as set forth in the Subscription Agreement Eligibility Form or as otherwise directed by the Company.
Appears in 7 contracts
Sources: Dealer Manager Agreement (Dividend Capital Diversified Property Fund Inc.), Dealer Manager Agreement (Dividend Capital Diversified Property Fund Inc.), Dealer Manager Agreement (Dividend Capital Diversified Property Fund Inc.)
Submission of Orders. Each person desiring to purchase Primary Shares in the an Offering will be required to complete and execute a subscription agreement provided by the Company to the Dealer Manager and each Participating Broker-Dealer for use in connection with such Offering (the “Subscription Agreement Agreement”) and to deliver to the Participating Broker-Dealer such completed and executed Subscription Agreement together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Persons purchasing Primary Shares will be instructed by the Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “Nuveen Global Cities REIT▇▇▇▇▇ ▇▇▇▇ LaSalle Income Property Trust, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day of the month (unless waived by the Dealer Manager) will be executed as at the price per share of the first class of shares being purchased calculated at the end of such business day in accordance with the procedures described in the Prospectus. Purchase orders placed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next month (based on business day in accordance with the prior month’s transaction price)procedures described in the Prospectus. Subscribers may not submit an initial purchase order No sale of Primary Shares shall be completed until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If the Participating Broker-Dealer receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Participating Broker-Dealer shall return such Subscription Agreement and instrument of payment directly to such subscriber purchaser not later than the end of the next second business day following its receiptreceipt by the Participating Broker-Dealer. Subscription Agreements and instruments of payment received by the Participating Broker-Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to Dealer’s the internal supervisory proceduresprocedures of the Participating Broker-Dealer, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscriberspurchasers, then, by noon of the next business day following receipt by the Participating Broker-Dealer, the Participating Broker-Dealer will transmit the Subscription Agreements and instruments of payment to the Company or to such other account or agent as directed by the Company; and
(b) where, pursuant to the internal supervisory procedures of the Participating Broker-Dealer, final internal supervisory review is conducted at a different location (the “Final Review Office”), Subscription Agreements and instruments of payment will be transmitted by the end Participating Broker-Dealer to the Final Review Office by noon of the next business day following receipt by Dealer for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Where, pursuant to Participating Broker-Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, turn by the end noon of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, the Participating Broker-Dealer shall cause the custodian of such account to deliver a Subscription Agreement and instrument of payment for such account directly to the Company. The Participating Broker-Dealer shall furnish to the Company with each delivery of Subscription Agreements and instruments of payment a list of the purchasers showing the name, address, tax identification number, state of residence and dollar amount of Primary Shares purchased.
Appears in 4 contracts
Sources: Dealer Manager Agreement (Jones Lang LaSalle Income Property Trust, Inc.), Dealer Manager Agreement (Jones Lang LaSalle Income Property Trust, Inc.), Dealer Manager Agreement (Jones Lang LaSalle Income Property Trust, Inc.)
Submission of Orders. Each person desiring to purchase Primary Shares in the Follow-On Offering will be required to complete and execute a Subscription Agreement in the form attached as an Appendix to the Prospectus and to deliver to the Participating Dealer or Dealer Manager, as the case may be (the “Processing Broker-Dealer”), such completed and executed Subscription Agreement Agreement, together with a check check, draft, wire or wire transfer money order (hereinafter referred to as a “instrument of paymentSubscription Payment”) in the amount of $10.00 per Share, or such person’s purchase, which must be at least discounted purchase price per Share that may apply based upon the minimum purchase amount set forth volume of Primary Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus. Those persons who There shall be a minimum initial purchase by any one purchaser of 300 Primary Shares will be instructed by Dealer to make their instruments of payment payable to (except as otherwise indicated in the Prospectus, or for the benefit of “Nuveen Global Cities REIT, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received by any letter or memorandum from the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy Minimum subsequent purchases of the ProspectusPrimary Shares shall be $250 per transaction. If The Processing Broker-Dealer receives receiving a Subscription Agreement or instrument of payment and Subscription Payment not conforming to the foregoing instructions, Dealer instructions shall return such Subscription Agreement and instrument of payment Subscription Payment directly to such subscriber not later than the end of the next second business day following its receiptreceipt by the Processing Broker-Dealer of such materials. Subscription Agreements and instruments of payment Subscription Payments received by the Processing Broker-Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to Dealer’s the internal supervisory proceduresprocedures of the Processing Broker-Dealer, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment Subscription Payments are received from subscribers, Subscription Agreements and instruments of payment will be transmitted then, by the end of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer for deposit will transmit the Subscription Agreements and Subscription Payment to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company. WhereEscrow Agent; and
(b) where, pursuant to Dealer’s the internal supervisory proceduresprocedures of the Processing Broker-Dealer, final internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), Subscription Agreements and instruments of payment Subscription Payments will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end of the next business day following receipt by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”)Processing Broker-Dealer. The Final Review Office will in turn, turn by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit Subscription Payment to the Company or its agent as set forth in Escrow Agent. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement or as otherwise directed by and Subscription Payment for such account directly to the CompanyEscrow Agent. The Processing Broker-Dealer shall furnish to the Escrow Agent with each delivery of Subscription Payments a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Offered Shares subscribed for, and the amount of money paid.
Appears in 4 contracts
Sources: Dealer Manager Agreement (Paladin Realty Income Properties Inc), Dealer Manager Agreement (Paladin Realty Income Properties Inc), Dealer Manager Agreement (Paladin Realty Income Properties Inc)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer to make their instruments checks payable directly to ▇▇▇▇▇ Global Income Trust, Inc. Any Dealer receiving a Payment not conforming to the foregoing instructions shall return such Payment directly to such subscriber not later than the end of payment payable the next business day following its receipt. Payments received by the Dealer which conform to or the foregoing instructions shall be transmitted for deposit pursuant to one of the benefit methods in this Article II. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and Payments are received from subscribers, Payments will be transmitted by the end of the next business day following receipt by the Dealer to an account designated by the Company. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Payments will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Nuveen Global Cities REIT, Inc.” Final Review Office”). The Final Review Office will in turn transmit by the end of the next business day following receipt at a different location by the Final Review Office such Payments an account designated by the Company. Purchase orders which include a completed and executed Subscription Agreement subscription agreement in “good order order” and instruments of payment received by the Company at least five (5) business days prior to the last business first calendar day of the month (unless waived by the Dealer Manager) will shall be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may Subscription requests will not submit an initial purchase order until at least five be accepted by the Company before the later of (5i) two business days before the first calendar day of each month and (ii) three business days after the date on which Company makes the subscriber receives a copy of the Prospectus. If Dealer receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, Dealer shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments of payment received by Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Dealer for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Where, pursuant to Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Companytransaction price publicly available.
Appears in 4 contracts
Sources: Selected Dealer Agreement (Hines Global Income Trust, Inc.), Selected Dealer Agreement (Hines Global Income Trust, Inc.), Selected Dealer Agreement (Hines Global Income Trust, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to the Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer to make their instruments of payment payable to or for the benefit of “Nuveen Global Cities REIT, Brookfield Real Estate Income Trust Inc.” Purchase orders which that include a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last business first calendar day of the any month (unless waived by the Dealer Manager) will be executed as of the first business day of the next such month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If the Dealer receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Dealer shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments of payment received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with one of the following procedures: , as applicable:
(i) Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company. .
(ii) Where, pursuant to the Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company.
Appears in 3 contracts
Sources: Dealer Manager Agreement (Brookfield Real Estate Income Trust Inc.), Dealer Manager Agreement (Oaktree Real Estate Income Trust, Inc.), Adviser Transition Agreement (Oaktree Real Estate Income Trust, Inc.)
Submission of Orders. Each person desiring a. In order to purchase Shares in the Offering will be required to Offering, a subscriber must complete and execute a subscription agreement substantially in the form filed as an appendix to the Prospectus (a “Subscription Agreement Agreement”) and to deliver to Dealer such completed and executed Subscription Agreement together with a check wire transfer or authorization for Dealer to debit such subscriber’s account held at Dealer and to send a wire transfer (“instrument instruments of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth described in Section 3 herein. Dealer shall deliver to the Company or its agent such completed and executed Subscription Agreement together with the instrument of payment in the Prospectusamount of such person’s purchase. The Dealer Manager acknowledges that subscribers will be instructed to send the Subscription Agreement directly to Dealer, and Dealer will arrange delivery of such documents to the Company or its agent.
b. Those persons who purchase Shares will be instructed by Dealer to make their instruments of payment payable to or for the benefit of “Nuveen Global Cities REIT, Brookfield Real Estate Income Trust Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last first calendar day of the month and instruments of payment received by the Company at least two (2) business days prior to the first calendar day of the month (unless waived by the Dealer Manager) will be executed effective as of the first business calendar day of the next such month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. .
c. If Dealer receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, Dealer shall promptly return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receiptsubscriber. Subscription Agreements and instruments of payment received by Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II4. Transmittal of received investor funds will be made in accordance with one of the following procedures: , as applicable:
i. Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company.
ii. Where, pursuant to the Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company.
d. Subscription Agreements received during each month before five (5) business days prior to the first calendar day of the next month will be transmitted at least five (5) business days prior to the first calendar day of the next month and instruments of payment with respect to such transmitted Subscription Agreements will be transmitted at least two (2) business days prior to the first calendar day of the next month as set forth in the Subscription Agreement or as otherwise directed by the Company. Subscription Agreements received from subscribers during the five (5) business day period prior to the first calendar day of a month will be transmitted at least five (5) business days prior to the first calendar day of the month after the next month (the “following month”) and instruments of payment with respect to such transmitted Subscription Agreements will be transmitted at least two (2) business days prior to the first calendar day of the following month.
e. Subscription funds may be transmitted to the Company net of selling commissions and dealer manager fees, as applicable, subject to the terms and conditions set forth in Schedule I attached hereto. Dealer confirms that such transmittal procedures described in this Section 4 comply with applicable laws governing transmittal of funds, including Rule 15c2-4 and 10b-9 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
f. The Dealer Manager acknowledges that in connection with the Offering, Dealer will utilize with its customers making purchases of Shares (“Clients”) a subscription agreement (in a form approved in advance by the Dealer Manager) which will provide that the total purchase price paid by a Client for the Shares shall be comprised of (i) the transaction price for the number of Shares the Client intends to purchase, plus (ii) the applicable upfront selling commissions and dealer manager fees payable to Dealer for such Shares. Such commissions and fees will be collected by Dealer prior to the Client’s funds being transferred to the Company.
Appears in 3 contracts
Sources: Dealer Manager Agreement (Brookfield Real Estate Income Trust Inc.), Dealer Manager Agreement (Oaktree Real Estate Income Trust, Inc.), Adviser Transition Agreement (Oaktree Real Estate Income Trust, Inc.)
Submission of Orders. Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Appendix to the Prospectus and to deliver to the Dealer Manager or Participating Dealer, as the case may be (the “Processing Broker-Dealer”), such completed and executed Subscription Agreement Agreement, together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of payment”) in the amount of $10.00 per Share, or such person’s purchase, which must be at least discounted purchase price per Share that may apply based upon the minimum purchase amount set forth available discounts specified in the Prospectus. Those persons who There shall be a minimum initial purchase by any one purchaser of 200 Primary Shares will be instructed by Dealer to make their instruments of payment payable to (except as otherwise indicated in the Prospectus, or for the benefit of “Nuveen Global Cities REIT, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received by any letter or memorandum from the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy Minimum subsequent purchases of the ProspectusPrimary Shares shall be $500 per transaction. If The Processing Broker-Dealer receives receiving a Subscription Agreement or and instrument of payment not conforming to the foregoing instructions, Dealer instructions shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next second business day following its receiptreceipt by the Processing Broker-Dealer of such materials. Subscription Agreements and instruments of payment received by the Processing Broker-Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to Dealer’s the internal supervisory proceduresprocedures of the Processing Broker-Dealer, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted then, by the end noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer for deposit will transmit the Subscription Agreements and instruments of payment to the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Where; and
(b) where, pursuant to Dealer’s the internal supervisory proceduresprocedures of the Processing Broker-Dealer, final internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), Subscription Agreements and instruments of payment will be transmitted by the end Processing Broker-Dealer to the Final Review Office by noon of the next business day following receipt by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”)Processing Broker-Dealer. The Final Review Office will in turn, turn by the end noon of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Escrow Agent. The Processing Broker-Dealer shall furnish to the Escrow Agent with each delivery of instruments of payment a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Offered Shares subscribed for, and the amount of money paid.
Appears in 3 contracts
Sources: Dealer Manager Agreement (Green Realty Trust, Inc.), Dealer Manager Agreement (Green Realty Trust, Inc.), Dealer Manager Agreement (Green Realty Trust, Inc.)
Submission of Orders. Each person desiring to purchase Shares 14.1 The Dealer Manager may authorize certain Dealers that have “net capital,” as defined in the Offering will be required applicable federal securities regulations, of $250,000 or more, to complete and execute a Subscription Agreement and to deliver to Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by Dealer instruct their customers to make their instruments checks for Shares subscribed for payable directly to the Dealer. In such case, the Dealer will collect the proceeds of payment the subscribers’ checks and issue a check made payable to or the order of the Company, as described above, for the benefit aggregate amount of “Nuveen Global Cities REIT, Inc.” Purchase orders which include the subscription proceeds or wire such funds to the Company. The Dealer Manager and any Dealer receiving a completed and executed Subscription Agreement in good order and instruments of payment check that does not conform to the foregoing instructions shall promptly return such check directly to such subscriber. Checks received by the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If Manager or Dealer receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, Dealer shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments of payment received by Dealer which that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made 14 and in accordance with the following procedures: Whererequirements set forth in Rule 15c2-4 promulgated under the Exchange Act.
14.2 It is understood and agreed that the Company reserves the right in its sole discretion to refuse to sell any of the Shares to any person.
14.3 In connection with DRS Settlement (as defined below), pursuant those persons who purchase Shares will be instructed by the Dealer Manager or the Dealer to make their checks payable to “UMB Bank, National Association, as escrow agent for Gladstone Land Corporation” (the “Escrow Agent”). Each person desiring to purchase Shares through the Dealer Manager, or any other Dealer participating in the Offering, will be required to complete and execute the subscription documents described in the Prospectus, if any. In connection with DRS Settlement, when a Dealer’s internal supervisory procedures, internal supervisory review is procedures are conducted at the same location site at which Subscription Agreements the subscription agreement and instruments of payment are check were initially received by such Dealer from subscribersthe subscriber, Subscription Agreements the Dealer shall transmit the subscription agreement and instruments of payment will be transmitted check to the Escrow Agent by the end of the next business day following receipt by Dealer for deposit to of the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Companycheck and subscription agreement. WhereWhen, pursuant to a Dealer’s internal supervisory procedures, such Dealer’s final internal supervisory review is procedures are conducted at a different locationlocation (the “Final Review Office”), Subscription Agreements such Dealer shall transmit the check and instruments of payment will be transmitted subscription agreement to the Final Review Office by the end of the next business day following such Dealer’s receipt by Dealer to of the office of Dealer conducting such final internal supervisory review (the “Final Review Office”)subscription agreement and check. The Final Review Office will in turnwill, by the end of the next business day following its receipt of the subscription agreement and check, forward both the subscription agreement and check to the Escrow Agent. If any subscription agreement solicited by a Dealer participating in this Offering is rejected by the Final Review OfficeDealer Manager or the Company, transmit such Subscription Agreements then the subscription agreement and instruments of payment for deposit check will be returned to the rejected subscriber within thirty (30) days from the date of rejection.
14.4 The Company or its agent as will sell the Shares using two closing services provided by the Depository Trust Company (“DTC”). The first service is DTC closing (“DTC Settlement”), and the second service is Direct Registration Service (“DRS Settlement”). A sale of Shares shall be deemed by the Company to be completed if and only if (i) the Company has received payment of the full purchase price of purchased Shares, from an investor who satisfies the minimum purchase requirements set forth in the Subscription Agreement or Prospectus as otherwise directed determined by the Dealer Manager or other Dealer participating in this Offering, as applicable, in accordance with the provisions of this Agreement, (ii) the Company has accepted such subscription, and, if using DRS Settlement, a properly completed and executed subscription agreement, and (iii) such investor has been admitted as a stockholder of the Company. In addition, no sale of Shares shall be completed until after the date on which the subscriber receives a copy of the Prospectus. The Dealer Manager hereby acknowledges and agrees that the Company, in its sole and absolute discretion, may accept or reject any subscription, in whole or in part, for any reason whatsoever or no reason, and no dealer manager fee in the amount of up to 3.0% (as described in Section 5.1) will be paid to the Dealer Manager with respect to that portion of any subscription which is rejected.
Appears in 3 contracts
Sources: Dealer Manager Agreement (GLADSTONE LAND Corp), Dealer Manager Agreement (GLADSTONE LAND Corp), Dealer Manager Agreement (GLADSTONE LAND Corp)
Submission of Orders. Each person desiring to purchase Shares The Dealer Manager, in the Offering will be required to complete and execute a Subscription Agreement and to deliver to its agreements with Dealers, shall require each Dealer such completed and executed Subscription Agreement together with a check or wire transfer to:
(“instrument of payment”i) in the amount of such person’s purchase, which must be at least the minimum purchase amount except as set forth in the Prospectus. Those below, instruct those persons who purchase Shares will be instructed by Dealer to make their instruments of payment checks payable to or wire transfer directed to “UMB Bank, N.A., as Escrow Agent for Rodin Global Property Trust, Inc.”;
(ii) after the Company meets the Minimum Offering requirement of $2,000,000, instruct subscribers to make their checks payable to or to send wire transfers for the benefit account of “Nuveen Rodin Global Cities REITProperty Trust, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five ;”
(5iii) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If Dealer receives a Subscription Agreement or instrument of payment return any check not conforming to the foregoing instructions, Dealer shall return such Subscription Agreement and instrument of payment instructions directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments of payment ; provided that checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Whereprocedures in paragraphs (iv) through (vi) below;
(iv) where, pursuant to a Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements subscription documents and instruments of payment checks are initially received from subscribers, Subscription Agreements and instruments of payment will be transmitted transmit checks by the end of the next business day following receipt of the subscription documents and the check by the Dealer for deposit to the escrow agent or, after the Minimum Offering has been achieved, to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Where;
(v) where, pursuant to a Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), Subscription Agreements transmit subscription documents and instruments of payment will be transmitted checks to the Final Review Office by the end of the next business day following receipt of the subscription documents and check by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”)Dealer. The Final Review Office will in turn, transmit such subscription documents and checks by the end of the next business day following receipt by the Final Review OfficeOffice to the escrow agent or, transmit such Subscription Agreements and instruments of payment for deposit after the Minimum Offering has been achieved, to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company; and
(vi) deliver checks and completed subscription documents required to be sent to the escrow agent pursuant to this Section 5(j) via overnight courier to UMB Bank, N.A., as Escrow Agent for Rodin Global Property Trust, Inc., Attention: [•].
Appears in 3 contracts
Sources: Dealer Manager Agreement (Rodin Global Property Trust, Inc.), Dealer Manager Agreement (Rodin Global Property Trust, Inc.), Dealer Manager Agreement (Rodin Global Property Trust, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. 12.1 Those persons who purchase Shares will be instructed by Dealer the Dealers to make their instruments of payment checks payable to or “UMB Bank, N.A. as escrow agent for the benefit of “Nuveen Global Cities REIT▇▇▇▇▇▇▇ vREIT XXI, Inc.” Purchase orders which include a completed until such time as Dealer Manager is informed that the minimum escrow offering amount has been reached, and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which minimum offering requirements, the subscriber receives checks should be made payable to “▇▇▇▇▇▇▇ vREIT XXI, Inc. Any Dealer receiving a copy of the Prospectus. If Dealer receives a Subscription Agreement or instrument of payment check not conforming to the foregoing instructions, Dealer instructions shall return such Subscription Agreement and instrument of payment check directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments of payment Checks received by the Dealer which conform to the foregoing instructions shall be transmitted to the Escrow Agent until such time as the Dealer Manager is informed that the minimum escrow offering amount has been reached and at such time checks should be transmitted to the Transfer Agent for deposit pursuant to one of the methods described in this Section II12. Transmittal of received investor funds will be made in accordance with the following procedures: Where. The Dealer Manager may authorize certain Dealers which are “$250,000 broker-dealers” to instruct their customers to make their checks for Shares subscribed for payable directly to such Dealer. In such case, pursuant the Dealer will collect the proceeds of the subscribers’ checks and issue a check for the aggregate amount of the subscription proceeds made payable to the order of the Company (or the escrow agent as the case may be).
12.2 If a Dealer conducts its internal supervisory procedures at the location where subscription documents and checks are initially received, the Dealer shall forward the subscription documents and the checks to the transfer agent by noon of the next business day following receipt of the subscription documents and the check.
12.3 If a Dealer’s internal supervisory proceduresprocedures are to be performed at a different location (the “Final Review Office”), internal supervisory review is conducted at the same location at which Subscription Agreements subscription documents and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will check must be transmitted to the Final Review Office by the end of the next business day following receipt by Dealer for deposit to of the Company or its agent as set forth in the Subscription Agreement or as otherwise directed subscription documents and check by the CompanyDealer. WhereThe Final Review Office will, pursuant to Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Dealer of the subscription documents and check, forward both the subscription documents and check to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed transfer agent.
12.4 If requested by the Company, the Dealer Manager shall obtain, and shall cause the Dealers to obtain, from subscribers for the Shares, other documentation reasonably deemed by the Company to be required under applicable law or as may be necessary to reflect the policies of the Company. Such documentation may include, without limitation, subscribers’ written acknowledgement and agreement to the privacy policies of the Company.
Appears in 3 contracts
Sources: Dealer Manager Agreement (Hartman vREIT XXI, Inc.), Dealer Manager Agreement (Hartman vREIT XXI, Inc.), Dealer Manager Agreement (Hartman vREIT XXI, Inc.)
Submission of Orders. Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription agreement provided by the Company to the Dealer Manager and each Participating Broker-Dealer for use in connection with the Offering (the “Subscription Agreement Agreement”) and to deliver to the Participating Broker-Dealer such completed and executed Subscription Agreement together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Persons purchasing Primary Shares will be instructed by the Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “Nuveen Global Cities REIT▇▇▇▇▇ ▇▇▇▇ LaSalle Income Property Trust, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day of the month (unless waived by the Dealer Manager) will be executed as at the price per share of the first class of shares being purchased calculated at the end of such business day in accordance with the procedures described in the Prospectus. Purchase orders placed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next month (based on business day in accordance with the prior month’s transaction price)procedures described in the Prospectus. Subscribers may not submit an initial purchase order No sale of Primary Shares shall be completed until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If the Participating Broker-Dealer receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Participating Broker-Dealer shall return such Subscription Agreement and instrument of payment directly to such subscriber purchaser not later than the end of the next second business day following its receiptreceipt by the Participating Broker-Dealer. Subscription Agreements and instruments of payment received by the Participating Broker-Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to Dealer’s the internal supervisory proceduresprocedures of the Participating Broker-Dealer, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscriberspurchasers, then, by noon of the next business day following receipt by the Participating Broker-Dealer, the Participating Broker-Dealer will transmit the Subscription Agreements and instruments of payment to the Company or to such other account or agent as directed by the Company; and
(b) where, pursuant to the internal supervisory procedures of the Participating Broker-Dealer, final internal supervisory review is conducted at a different location (the “Final Review Office”), Subscription Agreements and instruments of payment will be transmitted by the end Participating Broker-Dealer to the Final Review Office by noon of the next business day following receipt by Dealer for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Where, pursuant to Participating Broker-Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, turn by the end noon of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, the Participating Broker-Dealer shall cause the custodian of such account to deliver a Subscription Agreement and instrument of payment for such account directly to the Company. The Participating Broker-Dealer shall furnish to the Company with each delivery of Subscription Agreements and instruments of payment a list of the purchasers showing the name, address, tax identification number, state of residence and dollar amount of Primary Shares purchased.
Appears in 3 contracts
Sources: Dealer Manager Agreement (Jones Lang LaSalle Income Property Trust, Inc.), Dealer Manager Agreement (Jones Lang LaSalle Income Property Trust, Inc.), Dealer Manager Agreement (Jones Lang LaSalle Income Property Trust, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer to make their instruments of payment checks payable to or "Wells Fargo Bank, N.A., as Escrow Agent for the benefit of “Nuveen Global Cities REITHines Real Estate Investme▇▇ ▇▇ust, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received " where appropriate, or direct▇▇ ▇▇ Hines Real Estate Investment Trust, Inc after the Minimum Offering has ▇▇▇▇ achieved. Dealer hereby agrees to be bound by the Company at least five (5) business days prior to the last business day terms of the month (unless waived by the Dealer Manager) will be Amended and Restated Escrow Agreement executed as of February 25, 2004, between Wells Fargo Bank, N.A., as escrow agent, and the first business day of the next month (based on the prior month’s transaction price)Company. Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives Any Dealer r▇▇▇▇▇ing a copy of the Prospectus. If Dealer receives a Subscription Agreement or instrument of payment check not conforming to the foregoing instructions, Dealer instructions shall return such Subscription Agreement and instrument of payment check directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments of payment Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section Article II. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the Dealer’s 's internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements subscription documents and instruments of payment checks are received from subscribers, Subscription Agreements and instruments of payment checks will be transmitted by the end of the next business day following receipt by the Dealer for deposit to the Company for deposit with an escrow agent, where appropriate, or its agent as set forth in for deposit directly with the Subscription Agreement or as otherwise directed by Company after the CompanyMinimum Offering has been achieved. Where, pursuant to the Dealer’s 's internal supervisory procedures, final and internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “"Final Review Office”"). The Final Review Office will in turn, turn transmit by the end of the next business day following receipt at a different location by the Final Review Office, transmit Office such Subscription Agreements and instruments of payment for deposit checks to the Company for deposit with an escrow agent, where appropriate, or its agent as set forth in for deposit directly with the Subscription Agreement or as otherwise directed by Company after the CompanyMinimum Offering has been achieved.
Appears in 3 contracts
Sources: Dealer Manager Agreement (Hines Real Estate Investment Trust Inc), Dealer Manager Agreement (Hines Real Estate Investment Trust Inc), Dealer Manager Agreement (Hines Real Estate Investment Trust Inc)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Dealer Participating Adviser such completed and executed Subscription Agreement together with a check or wire transfer (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the ProspectusMemorandum. Those persons Persons who purchase Shares will be instructed by Dealer Participating Adviser to make their instruments of payment payable to or for the benefit of “Nuveen Global Cities REITInvesco Commercial Real Estate Finance Trust, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If Dealer Participating Adviser receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructionsinstructions and any instructions set forth in the Memorandum, Dealer Participating Adviser shall return such Subscription Agreement and instrument of payment directly to such subscriber purchaser not later than the end of the next second business day following its receiptreceipt by Participating Adviser. Subscription Agreements and instruments of payment received by Dealer Participating Adviser which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section IIIII. Transmittal of received investor funds will be made in accordance with the following procedures: Where, as applicable:
(a) where, pursuant to DealerParticipating Adviser’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscriberspurchasers, then Participating Adviser will transmit the Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Dealer for deposit to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. WhereCompany by the end of the next business day following receipt thereof by Participating Adviser; and
(b) where, pursuant to DealerParticipating Adviser’s internal supervisory procedures, final internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), then Subscription Agreements and instruments of payment will be transmitted by Participating Adviser to the Final Review Office by the end of the next business day following receipt by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”)Participating Adviser. The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Participating Adviser acknowledges and agrees that the Company reserves the unconditional right to reject any subscription for any or no reason.
Appears in 3 contracts
Sources: Dealer Manager Agreement (Invesco Commercial Real Estate Finance Trust, Inc.), Dealer Manager Agreement (Invesco Commercial Real Estate Finance Trust, Inc.), Dealer Manager Agreement (Invesco Commercial Real Estate Finance Trust, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer to make their instruments of payment checks payable to or for the benefit of “Nuveen Global Cities REIT"Behringer Harvard REIT I, Inc.” Purchase orders which include " Any Dealer receiving a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If Dealer receives a Subscription Agreement or instrument of payment check not conforming to the foregoing instructions, Dealer instructions shall return such Subscription Agreement and instrument of payment check directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments of payment Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section Article II. The Dealer Manager may authorize Dealer if Dealer is a "$250,000 broker-dealer" to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds of the subscriber's checks and issue a check made payable to the order of the escrow agent for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to Dealer’s :
(a) If the Dealer conducts its internal supervisory proceduresprocedures at the location where subscription documents and checks are initially received, the Dealer shall forward (i) the subscription documents to the Dealer Manager and (ii) the checks to the escrow agent by noon of the next business day following receipt of the subscription documents and the check.
(b) If the internal supervisory review is conducted procedures are to be performed at a different location (the same location at which Subscription Agreements "Final Review Office"), the subscription documents and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will check must be transmitted to the Final Review Office by the end of the next business day following receipt by Dealer for deposit to of the Company or its agent as set forth in the Subscription Agreement or as otherwise directed subscription documents and check by the CompanyDealer. WhereThe Final Review Office will, pursuant to Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Dealer of the subscription documents and check, forward both the subscription documents and check to the office of Dealer conducting such final internal supervisory Manager as processing broker-dealer in order that the Dealer Manager may complete its review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt documentation and process the subscription documents and check. If requested by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Company or its agent as set forth in the Subscription Agreement Dealer Manager, the Dealer shall obtain from subscribers for the Shares, other documentation reasonably deemed by the Company or the Dealer Manager to be required under applicable law or as otherwise directed by may be necessary to reflect the Companypolicies of the Company or the Dealer Manager. Such documentation may include, without limitation, subscribers' written acknowledgement and agreement to the privacy policies of the Company or the Dealer Manager.
Appears in 3 contracts
Sources: Dealer Manager Agreement (Behringer Harvard Reit I Inc), Dealer Manager Agreement (Behringer Harvard Reit I Inc), Dealer Manager Agreement (Behringer Harvard Reit I Inc)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by Dealer to make their instruments of payment payable to or for the benefit of “Nuveen Global Cities REITBGO Industrial Real Estate Income Trust, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer ManagerCompany) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If Dealer receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, Dealer shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments of payment received by Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: :
(a) Where, pursuant to Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Dealer for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company. .
(b) Where, pursuant to Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company.
Appears in 3 contracts
Sources: Dealer Manager Agreement (BGO Industrial Real Estate Income Trust, Inc.), Dealer Manager Agreement (BGO Industrial Real Estate Income Trust, Inc.), Dealer Manager Agreement (BGO Industrial Real Estate Income Trust, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Participating Dealer such completed and executed Subscription Agreement together with a check or wire transfer (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the ProspectusMemorandum. Those persons Persons who purchase Shares will be instructed by Participating Dealer to make their instruments of payment payable to or for the benefit of “Nuveen Global Cities REITInvesco Commercial Real Estate Finance Trust, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If Participating Dealer receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructionsinstructions and any instructions set forth in the Memorandum, Participating Dealer shall return such Subscription Agreement and instrument of payment directly to such subscriber purchaser not later than the end of the next second business day following its receiptreceipt by Participating Dealer. Subscription Agreements and instruments of payment received by Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section IIIII. Transmittal of received investor funds will be made in accordance with the following procedures: Where, as applicable:
(a) where, pursuant to Participating Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscriberspurchasers, then Participating Dealer will transmit the Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Dealer for deposit to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. WhereCompany by the end of the next business day following receipt thereof by Participating Dealer; and
(b) where, pursuant to Participating Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), then Subscription Agreements and instruments of payment will be transmitted by Participating Dealer to the Final Review Office by the end of the next business day following receipt by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”)Participating Dealer. The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Participating Dealer acknowledges and agrees that the Company reserves the unconditional right to reject any subscription for any or no reason.
Appears in 3 contracts
Sources: Dealer Manager Agreement (Invesco Commercial Real Estate Finance Trust, Inc.), Dealer Manager Agreement (Invesco Commercial Real Estate Finance Trust, Inc.), Dealer Manager Agreement (Invesco Commercial Real Estate Finance Trust, Inc.)
Submission of Orders. Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a Subscription Agreement subscription eligibility form provided by the Company to the Dealer Manager and each Participating Broker-Dealer for use in connection with the Offering (the “Eligibility Form”) and to deliver to the Participating Broker-Dealer such completed and executed Subscription Agreement Eligibility Form together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those Until such time as the Company has received and accepted subscriptions for the Minimum Offering and released the proceeds from such subscriptions from the Escrow Account, those persons who purchase Primary Shares will be instructed by the Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “Nuveen Global Cities REITBNY Mellon Investment Servicing (US) Inc., as Escrow Agent for Clarion Property Trust Inc.” Thereafter, those persons who purchase Primary Shares will be instructed by the Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “Clarion Property Trust Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day of the month (unless waived by the Dealer Manager) will be executed as at the price per share of the first class of shares being purchased calculated at the end of such business day in accordance with the procedures described in the Prospectus. Purchase orders placed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next month (based on business day in accordance with the prior month’s transaction price)procedures described in the Prospectus. Subscribers may not submit an initial purchase order No sale of Primary Shares shall be completed until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If the Participating Broker-Dealer receives a Subscription Agreement an Eligibility Form or instrument of payment not conforming to the foregoing instructions, the Participating Broker-Dealer shall return such Subscription Agreement Eligibility Form and instrument of payment directly to such subscriber purchaser not later than the end of the next second business day following its receiptreceipt by the Participating Broker-Dealer. Subscription Agreements Eligibility Forms and instruments of payment received by the Participating Broker-Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to Dealer’s the internal supervisory proceduresprocedures of the Participating Broker-Dealer, internal supervisory review is conducted at the same location at which Subscription Agreements Eligibility Forms and instruments of payment are received from subscriberspurchasers, Subscription Agreements and instruments of payment will be transmitted then, by the end noon of the next business day following receipt by the Participating Broker-Dealer, the Participating Broker-Dealer for deposit will transmit the Eligibility Forms and instruments of payment to the Escrow Agent or, after the Minimum Offering has been received, to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Where; and
(b) where, pursuant to Dealer’s the internal supervisory proceduresprocedures of the Participating Broker-Dealer, final internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), Subscription Agreements Eligibility Forms and instruments of payment will be transmitted by the end Participating Broker-Dealer to the Final Review Office by noon of the next business day following receipt by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”)Participating Broker-Dealer. The Final Review Office will in turn, turn by the end noon of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements Eligibility Forms and instruments of payment for deposit to the Escrow Agent or, after the Minimum Offering has been received, to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, the Participating Broker-Dealer shall cause the custodian of such account to deliver an Eligibility Form and instrument of payment for such account directly to the Escrow Agent or, after the Minimum Offering has been received, to the Company. The Participating Broker-Dealer shall furnish to the Escrow Agent or the Company, as applicable, with each delivery of Eligibility Forms and instruments of payment a list of the purchasers showing the name, address, tax identification number, state of residence and dollar amount of Primary Shares purchased.
Appears in 3 contracts
Sources: Dealer Manager Agreement (Clarion Partners Property Trust Inc.), Dealer Manager Agreement (Clarion Property Trust Inc.), Dealer Manager Agreement (Clarion Property Trust Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. 12.1 Those persons who purchase Shares will be instructed by the Dealer Manager or the Dealer to make their instruments of payment checks payable to or for the benefit of “Nuveen Global Cities "▇▇▇▇▇ Fargo Bank Iowa, ▇▇▇▇▇▇▇ Commercial Properties REIT, Inc.” Purchase orders which include ." The Dealer Manager and any Dealer receiving a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If Dealer receives a Subscription Agreement or instrument of payment check not conforming to the foregoing instructions, Dealer instructions shall return such Subscription Agreement and instrument of payment check directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments of payment Checks received by the Dealer Manager or Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II12. Transmittal of received investor funds will be made in accordance with the following procedures: Where. The Dealer Manager may authorize certain Dealers which are "$250,000 broker-dealers" to instruct their customers to make their checks for Shares subscribed for payable directly to the Dealer. In such case, pursuant the Dealer will collect the proceeds of the subscribers' checks and issue a check for the aggregate amount of the subscription proceeds made payable to Dealer’s the order of the escrow agent.
12.2 If a Dealer conducts its internal supervisory proceduresprocedures at the location where subscription documents and checks are initially received, the Dealer shall forward (i) the subscription documents to the Dealer Manager and (ii) the checks to the escrow agent by noon of the next business day following receipt of the subscription documents and the check.
12.3 If a Dealer's internal supervisory review is conducted procedures are to be performed at a different location (the same location at which Subscription Agreements "Final Review Office"), the subscription documents and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will check must be transmitted to the Final Review Office by the end of the next business day following receipt by Dealer for deposit to of the Company or its agent as set forth in the Subscription Agreement or as otherwise directed subscription documents and check by the CompanyDealer. WhereThe Final Review Office will, pursuant to Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Dealer of the subscription documents and check, forward both the subscription documents and check to the office Dealer Manager as processing broker-dealer in order that the Dealer Manager may complete its review of the documentation and process the subscription documents and check.
12.4 Any check received by the Dealer conducting such final internal supervisory review (Manager directly or as processing broker-dealer from the “Final Review Office”). The Final Review Office will Dealers will, in turnall cases, be forwarded to the escrow agent as soon as practicable, but in any event by the end of the next second business day following receipt by the Final Review Office, transmit Dealer Manager of the subscription documents and check. Checks of rejected subscribers will be promptly returned to such Subscription Agreements and instruments of payment for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed subscribers.
12.5 If requested by the Company, the Dealer Manager shall obtain, and shall cause the Dealers to obtain, from subscribers for the Shares, other documentation reasonably deemed by the Company to be required under applicable law or as may be necessary to reflect the policies of the Company. Such documentation may include, without limitation, subscribers' written acknowledgement and agreement to the privacy policies of the Company.
Appears in 3 contracts
Sources: Dealer Manager Agreement (Hartman Commercial Properties Reit), Dealer Manager Agreement (Hartman Commercial Properties Reit), Dealer Manager Agreement (Hartman Commercial Properties Reit)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Participating Broker-Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the ProspectusPrivate Placement Memorandum. Those persons who purchase Shares will be instructed by Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “Nuveen Global Cities North Haven Net REIT, Inc.” ”. Purchase orders which that include a completed and executed Subscription Agreement in good order and instruments of payment received by the Company Trust at least five (5) business days prior to the last first business day of the month (unless waived by the Dealer Manager) will be executed as of the first business calendar day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the ProspectusPrivate Placement Memorandum. If Participating Broker-Dealer receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, Participating Broker-Dealer shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments of payment received by Participating Broker-Dealer which that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: procedures set forth below. Where, pursuant to Participating Broker-Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Participating Broker-Dealer for deposit to the Company Trust or its agent as set forth in the Subscription Agreement or as otherwise directed by the CompanyTrust. Where, pursuant to Participating Broker-Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Participating Broker-Dealer to the office of Participating Broker-Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turnwill, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Company Trust or its agent as set forth in the Subscription Agreement or as otherwise directed by the CompanyTrust.
Appears in 3 contracts
Sources: Dealer Manager Agreement (North Haven Net REIT), Dealer Manager Agreement (North Haven Net REIT), Dealer Manager Agreement (North Haven Net REIT)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount Except as set forth in the Prospectus. Those below, those persons who purchase Shares shall be instructed by the Dealer to make their checks payable to or wire transfer directed to “[•], as Escrow Agent for Rodin Income Trust, Inc.” After the Company meets the Minimum Offering requirement of $2,000,000, subscribers will be instructed by the Dealer to make their instruments of payment checks payable to or to send wire transfers for the benefit account of “Nuveen Global Cities REITRodin Income Trust, Inc.” Purchase orders which include Any Dealer receiving a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If Dealer receives a Subscription Agreement or instrument of payment check not conforming to the foregoing instructions, Dealer instructions shall return such Subscription Agreement and instrument of payment check directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments of payment Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: . Where, pursuant to a Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements subscription documents and instruments of payment checks are initially received from subscribers, Subscription Agreements and instruments of payment checks will be transmitted by the end of the next business day following receipt of the subscription documents and the check by the Dealer for deposit to the escrow agent or, after the Minimum Offering has been achieved, to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Where, pursuant to a Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), Subscription Agreements subscription documents and instruments of payment checks will be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and check by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”)Dealer. The Final Review Office will in turn, transmit such subscription documents and checks by the end of the next business day following receipt by the Final Review OfficeOffice to the escrow agent or, transmit such Subscription Agreements and instruments of payment for deposit after the Minimum Offering has been achieved, to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Dealer agrees to be bound by the terms of the Escrow Agreement executed as of , 2016, by [•], as Escrow Agent, the Dealer Manager and the Company. Dealers shall deliver checks and completed subscription documents required to be sent to the escrow agent pursuant to this Section II via overnight courier to [•], as Escrow Agent for Rodin Income Trust, Inc., Attention: [•].
Appears in 3 contracts
Sources: Selected Dealer Agreement (Rodin Income Trust, Inc.), Selected Dealer Agreement (Rodin Income Trust, Inc.), Selected Dealer Agreement (Rodin Income Trust, Inc.)
Submission of Orders. Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription agreement (“Subscription Agreement Agreement”) in the form attached as an Appendix to the Prospectus and to deliver to Participating Dealer such completed and executed Subscription Agreement Agreement, together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of payment”) in the amount of the applicable purchase price. Except as may be otherwise provided for in the “Plan of Distribution” section of the Prospectus, Offered Shares shall be offered to the public in any combination of Class A Shares and Class T Shares, at the per share offering price for such person’s purchase, which must be at least the minimum purchase amount class of shares set forth in the Prospectus. Those persons who There shall be a minimum initial purchase by any one purchaser of $4,000 of Primary Shares will be instructed by Dealer to make their instruments of payment payable to (except as otherwise indicated in the Prospectus, or for the benefit of “Nuveen Global Cities REIT, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received by any letter or memorandum from the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy Minimum subsequent purchases of the ProspectusPrimary Shares shall be $100 per transaction. If Dealer receives a Any Subscription Agreement or and instrument of payment not conforming to the foregoing instructions, Dealer instructions shall return such Subscription Agreement and instrument of payment directly be returned to such subscriber not later than the end of the next second business day following its receiptreceipt by Participating Dealer of such materials. Subscription Agreements and instruments of payment received by the Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to Participating Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted then, by the end noon of the next business day following receipt by Participating Dealer, Participating Dealer for deposit will transmit the Subscription Agreements and instrument of payment to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Where; and
(b) where, pursuant to Participating Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), then Subscription Agreements and instruments of payment will be transmitted by Participating Dealer to the end Final Review Office by noon of the next business day following receipt by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”)Participating Dealer. The Final Review Office will in turn, by the end noon of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company.
(c) Participating Dealer understands that the Company and/or the Dealer Manager reserves the unconditional right to reject any order for any or no reason.
(d) Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, the Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Company. The Participating Dealer shall furnish to the Company with each delivery of instruments of payment a list of the subscribers showing the name, address, tax identification number, state of residence, amount and class of Primary Shares subscribed for, and the amount of money paid.
Appears in 3 contracts
Sources: Dealer Manager Agreement (NorthStar Real Estate Income II, Inc.), Dealer Manager Agreement (NorthStar Real Estate Income II, Inc.), Dealer Manager Agreement (NorthStar Real Estate Income II, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by Dealer the Selling Group Member to make their checks or wire transfers (“instruments of payment payment”) payable to or for the benefit of “Nuveen Global Cities REIT, Inc.” Company. Purchase orders which include (i) instruments of payment received by the Company at least two (2) business days prior to the first calendar day of the month and (ii) a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last business first calendar day of the month (unless waived by the Dealer Manager) will be executed as of the first business calendar day of the next month (based on the prior month’s transaction priceprice per share of the applicable share). Subscribers may Any redemption requests must be made in accordance with the applicable procedures described in the Company’s offering document, the Company’s share redemption program and applicable law, rules and regulations. The parties acknowledge and agree that a redemption request is not submit an initial purchase order until at least five (5) business days after received in “good order” unless the date on which redemption request and all required documentation is complete and received by the subscriber receives a copy of Company’s transfer agent by the Prospectusapplicable redemption request deadline described in the Company’s offering document or otherwise specified by the Company in writing. If Dealer receives a Subscription Agreement or The Selling Group Member will return any instrument of payment it receives not conforming to the foregoing instructions, Dealer shall return such Subscription Agreement and instrument of payment instructions directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments Instruments of payment received by Dealer which the Selling Group Member that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following proceduresmethods: Where, pursuant to Dealerthe Selling Group Member’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements subscription documents and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Dealer the Selling Group Member for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Companyagent. Where, pursuant to Dealerthe Selling Group Member’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Dealer the Selling Group Member to the office of Dealer the Selling Group Member conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, turn by the end of the next business day following receipt by the Final Review Office, Office transmit such Subscription Agreements and instruments of payment for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Companyagent.
Appears in 3 contracts
Sources: Dealer Manager Agreement (Cottonwood Communities, Inc.), Dealer Manager Agreement (Cottonwood Communities, Inc.), Dealer Manager Agreement (Cottonwood Communities, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement subscription eligibility form provided by the Company to the Dealer Manager and each Dealer for use in connection with the Offering (the “Eligibility Form”) and to deliver to the Dealer such completed and executed Subscription Agreement Eligibility Form together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer to make their instruments of payment payable to or for the benefit of “Nuveen Global Cities REIT, Dividend Capital Total Realty Trust Inc.” Purchase orders which include a completed received and executed Subscription Agreement in good order and instruments of payment received processed by the Company at least five (5) business days prior to the last close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day of the month (unless waived by the Dealer Manager) will be executed as at the price per share of the first class of shares being purchased calculated at the end of such business day plus, for Class W shares only, applicable selling commissions, in accordance with the procedures described in the Prospectus. Purchase orders received and processed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next month (based on business day plus, for Class W shares only, applicable selling commissions, in accordance with the prior month’s transaction price)procedures described in the Prospectus. Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If the Dealer receives a Subscription Agreement an Eligibility Form or instrument of payment not conforming to the foregoing instructions, the Dealer shall return such Subscription Agreement Eligibility Form and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements Eligibility Forms and instruments of payment received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements Eligibility Forms and instruments of payment are received from subscribers, Subscription Agreements Eligibility Forms and instruments of payment will be transmitted in care of the Dealer Manager by the end of the next business day following receipt by the Dealer for deposit to Dividend Capital Total Realty Trust Inc. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt by Dealer for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Where, pursuant to Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements Eligibility Forms and instruments of payment for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company.Dividend Capital Total Realty Trust Inc.
Appears in 2 contracts
Sources: Selected Dealer Agreement (Dividend Capital Total Realty Trust Inc.), Dealer Manager Agreement (Dividend Capital Total Realty Trust Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer to make their instruments of payment checks payable to or ▇▇▇▇▇ Fergo Bank, N.A., as Escrow Agent for the benefit of “Nuveen Global Cities REIT▇▇▇▇ Credit Property Trust II, Inc.” Purchase orders which include " Any Dealer receiving a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If Dealer receives a Subscription Agreement or instrument of payment check not conforming to the foregoing instructions, Dealer instructions shall return such Subscription Agreement and instrument of payment check directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments of payment Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section Article II. The Dealer Manager may authorize Dealer if Dealer is a "$250,000 broker-dealer" to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds of the subscriber's checks and issue a check made payable to the order of the escrow agent for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to Dealer’s :
(a) If the Dealer conducts its internal supervisory proceduresprocedures at the location where subscription documents and checks are initially received, the Dealer shall forward (i) the subscription documents to the Dealer Manager and (ii) the checks to the escrow agent by the end of the next business day following receipt of the subscription documents and the check.
(b) If the internal supervisory review is conducted procedures are to be performed at a different location (the same location at which Subscription Agreements "Final Review Office"), the subscription documents and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will check must be transmitted to the Final Review Office by the end of the next business day following receipt by the Dealer for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Where, pursuant to Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”)subscription documents and check. The Final Review Office will in turnwill, by the end of the next business day following receipt by the Final Review OfficeOffice of the subscription documents and check, transmit such Subscription Agreements forward both the subscription documents and instruments check to the Dealer Manager as processing broker-dealer in order that the Dealer Manager may complete its review of payment for deposit to the documentation and process the subscription documents and check. If requested by the Company or its agent as set forth in the Subscription Agreement Dealer Manager, the Dealer shall obtain from subscribers for the Shares, other documentation reasonably deemed by the Company or the Dealer Manager to be required under applicable law or as otherwise directed by may be necessary to reflect the Companypolicies of the Company or the Dealer Manager. Such documentation may include, without limitation, subscribers' written acknowledgement and agreement to the privacy policies of the Company or the Dealer Manager.
Appears in 2 contracts
Sources: Dealer Manager Agreement (Cole Credit Property Trust II Inc), Dealer Manager Agreement (Cole Credit Property Trust II Inc)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Participating Dealer such completed and executed Subscription Agreement together with a check or wire transfer (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons Persons who purchase Shares will be instructed by Participating Dealer to make their instruments of payment payable to or for the benefit of “Nuveen Global Cities REIT, Invesco Real Estate Income Trust Inc.” Purchase orders which that include instruments of payment and a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last business first calendar day of the next month (unless waived by the Dealer Manager) will be executed as of the first business calendar day of the next month (based on the prior month’s transaction priceprice per share for the applicable share class). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If Participating Dealer receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructionsinstructions and any instructions set forth in the Prospectus, Participating Dealer shall return such Subscription Agreement and instrument of payment directly to such subscriber purchaser not later than the end of the next business day following its receiptreceipt by Participating Dealer. Subscription Agreements and instruments of payment received by Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section IIIII. Transmittal of received investor funds will be made in accordance with the following procedures: Where, as applicable:
(a) where, pursuant to Participating Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscriberspurchasers, then Participating Dealer will transmit the Subscription Agreements in good order and instruments of payment will be transmitted by the end of the next business day following receipt by Dealer for deposit to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. WhereCompany by the end of the next business day following receipt thereof by Participating Dealer; and
(b) where, pursuant to Participating Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), then Subscription Agreements in good order and instruments of payment will be transmitted by Participating Dealer to the Final Review Office by the end of the next business day following receipt by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”)Participating Dealer. The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company.
Appears in 2 contracts
Sources: Participating Dealer Agreement (Invesco Real Estate Income Trust Inc.), Participating Dealer Agreement (Invesco Real Estate Income Trust Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by Dealer to make their instruments of payment payable to or for the benefit of “Nuveen Global Cities StratCap Digital Infrastructure REIT, Inc.” ”. Purchase orders which that include a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price)an ongoing basis. Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. Subscription requests will not be accepted by us until three (3) business days following the date the Company makes a transaction price publicly available to stockholders. If Dealer receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, Dealer shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments of payment received by Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: :
(a) Where, pursuant to Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Dealer for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company. .
(b) Where, pursuant to Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company.
Appears in 2 contracts
Sources: Dealer Manager Agreement (StratCap Digital Infrastructure REIT, Inc.), Dealer Manager Agreement (StratCap Digital Infrastructure REIT, Inc.)
Submission of Orders. Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Appendix to the Prospectus and to deliver to Participating Dealer such completed and executed Subscription Agreement Agreement, together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of paymentSubscription Payment”) in the amount of $10.00 per Share, or such person’s purchase, which must be at least discounted purchase price per Share that may apply based upon the minimum purchase amount set forth volume of Primary Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus. Those persons who There shall be a minimum initial purchase Shares will be instructed by Dealer to make their instruments any one purchaser of payment payable to 300 Primary Shares, (except as otherwise indicated in the Prospectus, or for the benefit of “Nuveen Global Cities REIT, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received by any letter or memorandum from the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If Dealer receives a Any Subscription Agreement or instrument of payment and Subscription Payment not conforming to the foregoing instructions, Dealer instructions shall return such Subscription Agreement and instrument of payment directly be returned to such subscriber not later than the end of the next second business day following its receiptreceipt by Participating Dealer of such materials. Subscription Agreements and instruments of payment Subscription Payments received by the Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to Participating Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment Subscription Payments are received from subscribers, Subscription Agreements and instruments of payment will be transmitted then, by the end of the next business day following receipt by Participating Dealer, Participating Dealer for deposit will transmit the Subscription Agreements and Subscription Payments to the Company or its agent Escrow Agent (as set forth in the Subscription Agreement or as otherwise directed by the Company. Wheredefined below); and
(b) where, pursuant to Participating Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, location (the “Final Review Office”); Subscription Agreements and instruments of payment Subscription Payments will be transmitted by Participating Dealer to the Final Review Office by the end of the next business day following receipt by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”)Participating Dealer. The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit Subscription Payments to the Escrow Agent. Participating Dealer understands that the Company reserves the unconditional right to reject any order for any or its agent as set forth in no reason. Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, the Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement or and Subscription Payment for such account directly to the Escrow Agent. The Participating Dealer shall furnish to the Escrow Agent with each delivery of Subscription Payments a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Primary Shares subscribed for, and the amount of money paid. Participating Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated [ ], 200[ ] (the “Escrow Agreement”), by and among ▇▇▇▇▇ Fargo Bank, National Association, as otherwise directed by escrow agent (the “Escrow Agent”), and the Company.
Appears in 2 contracts
Sources: Dealer Manager Agreement (Paladin Realty Income Properties Inc), Dealer Manager Agreement (Paladin Realty Income Properties Inc)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to the Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer to make their instruments of payment payable to or for the benefit of the escrow agent as described in the Prospectus and Subscription Agreement for the Offering if the minimum offering requirement described in the Prospectus (the “Minimum Offering Requirement”) has not yet been satisfied. If such Minimum Offering Requirement has already been satisfied in accordance with the Prospectus, then those persons who purchase Shares will be instructed by the Dealer to make their instruments of payment payable to or for the benefit of “Nuveen Global Cities REITOaktree Real Estate Income Trust, Inc.” Purchase Prior to the Minimum Offering Requirement being met, purchase orders which that include a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last date escrow is broken (unless waived by the Dealer Manager) will be executed as of the date escrow is broken (based on the initial offering price). After the Minimum Offering Requirement is met, purchase orders that include a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five business days prior to the first calendar day of the any month (unless waived by the Dealer Manager) will be executed as of the first business day of the next such month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after If the date on which the subscriber receives a copy of the Prospectus. If Dealer receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Dealer shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next two (2) business day days following its receipt. Subscription Agreements and instruments of payment received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with one of the following procedures: , as applicable:
(i) Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted within two (2) business days following receipt by the Dealer for deposit to the escrow agent described in the Prospectus and Subscription Agreement for the Offering, if the Minimum Offering has not yet been satisfied. If such Minimum Offering has been satisfied in accordance with the Prospectus, then Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company. .
(ii) Where, pursuant to the Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next within two (2) business day days following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the escrow agent described in the Prospectus and Subscription Agreement for the Offering, if the Minimum Offering has not yet been satisfied. If such Minimum Offering has been satisfied in accordance with the Prospectus, then the Final Review Office will, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company.
Appears in 2 contracts
Sources: Dealer Manager Agreement (Oaktree Real Estate Income Trust, Inc.), Selected Dealer Agreement (Oaktree Real Estate Income Trust, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer to make their instruments of payment checks payable to or the Company, except for the benefit of subscriptions to purchase Class T Shares from Benefit Plan Investors. Checks from Benefit Plan Investors subscribing to purchase Class T Shares must be made payable to “Nuveen Global Cities REITUMB Bank, N.A., as escrow agent for KBS Strategic Opportunity REIT II, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received by until the Company at least five (5) business days prior to the last business day of the month (unless waived by the Ownership Condition has been satisfied. The Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber return any check it receives a copy of the Prospectus. If Dealer receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, Dealer shall return such Subscription Agreement and instrument of payment instructions directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments of payment Checks received by the Dealer which that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following proceduresmethods: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements subscription documents and instruments of payment checks are received from subscribers, Subscription Agreements and instruments of payment checks will be transmitted by the end of the next business day following receipt by the Dealer for deposit to the Company or its agent, except for subscriptions to purchase Class T Shares from Benefit Plan Investors. The Dealer will transmit checks from Benefit Plan Investors who are subscribing to purchase Class T Shares for deposit to the escrow agent as set forth in for the Subscription Agreement Company or, after the Ownership Condition has been satisfied, to the Company or as otherwise directed by the Companyits agent. Where, pursuant to the Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, turn by the end of the next business day following receipt by the Final Review Office, Office transmit such Subscription Agreements and instruments of payment checks for deposit to the Company or its agent, except for subscriptions to purchase Class T Shares from Benefit Plan Investors. The Final Review Office will transmit checks from Benefit Plan Investors who are subscribing to purchase Class T Shares for deposit to the escrow agent as set forth in for the Subscription Agreement Company or, after the Ownership Condition has been satisfied, to the Company or as otherwise directed by the Companyits agent.
Appears in 2 contracts
Sources: Dealer Manager Agreement (KBS Strategic Opportunity REIT II, Inc.), Dealer Manager Agreement (KBS Strategic Opportunity REIT II, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Participating Dealer such completed and executed Subscription Agreement together with a check or wire transfer (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount for the class of Shares being purchased as set forth in the ProspectusMemorandum. Those persons Persons who purchase Shares will be instructed by Participating Dealer to make their instruments of payment payable to or for the benefit of “Nuveen Global Cities REITInvesco Commercial Real Estate Finance Trust, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If Participating Dealer receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructionsinstructions and any instructions set forth in the Memorandum, Participating Dealer shall return such Subscription Agreement and instrument of payment directly to such subscriber purchaser not later than the end of the next first business day following its receiptreceipt by Participating Dealer. Subscription Agreements and instruments of payment received by Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section IIIII. Transmittal of received investor funds will be made in accordance with the following procedures: Where, as applicable:
(a) where, pursuant to Participating Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscriberspurchasers, then Participating Dealer will transmit the Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Dealer for deposit to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. WhereCompany by the end of the next business day following receipt thereof by Participating Dealer; and
(b) where, pursuant to Participating Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), then Subscription Agreements and instruments of payment will be transmitted by Participating Dealer to the Final Review Office by the end of the next business day following receipt by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”)Participating Dealer. The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Participating Dealer acknowledges and agrees that the Company reserves the unconditional right to reject any subscription for any or no reason.
Appears in 2 contracts
Sources: Dealer Manager Agreement (Invesco Commercial Real Estate Finance Trust, Inc.), Dealer Manager Agreement (Invesco Commercial Real Estate Finance Trust, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Participating Broker-Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the ProspectusPrivate Placement Memorandum. Those persons who purchase Shares will be instructed by Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “Nuveen Global Cities REIT, Inc.” BlackRock Monticello Debt Real Estate Investment Trust”. Purchase orders which that include a completed and executed Subscription Agreement in good order and instruments of payment received by the Company Trust at least five (5) business days prior to the last first business day of the month (unless waived by the Dealer Manager) will be executed as of the first business calendar day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the ProspectusPrivate Placement Memorandum. If Participating Broker-Dealer receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, Participating Broker-Dealer shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments of payment received by Participating Broker-Dealer which that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: procedures set forth below. Where, pursuant to Participating Broker-Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Participating Broker-Dealer for deposit to the Company Trust or its agent as set forth in the Subscription Agreement or as otherwise directed by the CompanyTrust. Where, pursuant to Participating Broker-Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Participating Broker-Dealer to the office of Participating Broker-Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turnwill, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Company Trust or its agent as set forth in the Subscription Agreement or as otherwise directed by the CompanyTrust.
Appears in 2 contracts
Sources: Dealer Manager Agreement (BlackRock Monticello Debt Real Estate Investment Trust), Dealer Manager Agreement (BlackRock Monticello Debt Real Estate Investment Trust)
Submission of Orders. Each person desiring to purchase Primary Shares in the an Offering will be required to complete and execute a subscription agreement provided by the Company to the Dealer Manager and each Participating Broker-Dealer for use in connection with the Offering (the “Subscription Agreement Agreement”) and to deliver to Participating Broker-Dealer such completed and executed Subscription Agreement together with a check check, draft or wire transfer (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Persons purchasing Primary Shares will be instructed by Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “Nuveen Global Cities REIT▇▇▇▇▇ Lang LaSalle Income Property Trust, Inc.” Purchase orders which include Participating Broker-Dealer acknowledges and agrees that it shall only submit to the Company a completed and executed Subscription Agreement for a person who has been in good order and instruments receipt of payment received by the Company Prospectus for at least five (5) business days prior to the last date that it submits the Subscription Agreement to the Company. Subscriptions processed and accepted by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time, referred to herein as the “close of business”) on any business day of the month (unless waived by the Dealer Manager) will be executed at the NAV per share for the class of shares being purchased calculated as of that day and as posted on the Company’s website, plus any applicable selling commissions described in the Prospectus. Subscriptions processed and accepted by the Company after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share for the class of shares being purchased calculated as of the first following business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of day, plus any applicable selling commissions described in the Prospectus. A purchaser will be contractually obligated to purchase Primary Shares in the aggregate dollar amount of the purchaser’s subscription as of the close of business on the date the subscription is accepted by the Company. If Participating Broker-Dealer receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, Participating Broker-Dealer shall return such Subscription Agreement and instrument of payment directly to such subscriber purchaser not later than the end of the next second business day following its receiptreceipt by the Participating Broker-Dealer. Subscription Agreements and instruments of payment received by Participating Broker-Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to Participating Broker-Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscriberspurchasers, Subscription Agreements and instruments of payment will be transmitted then, by the end noon of the next business day following receipt by Participating Broker-Dealer, Participating Broker-Dealer for deposit will transmit the Subscription Agreements and instruments of payment to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Where; and
(b) where, pursuant to Participating Broker-Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), then Subscription Agreements and instruments of payment will be transmitted by Participating Broker-Dealer to the end Final Review Office by noon of the next business day following receipt by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”)Participating Broker-Dealer. The Final Review Office will in turn, by the end noon of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Participating Broker-Dealer understands that the Company reserves the unconditional right to reject any order for any or no reason. Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, Participating Broker-Dealer shall cause the custodian of such account to deliver a Subscription Agreement and an instrument of payment for such account directly to the Company. Participating Broker-Dealer shall furnish to the Company with each delivery of Subscription Agreements and instruments of payment a list of the purchasers showing the name, address, tax identification number, state of residence and dollar amount of Primary Shares to be purchased.
Appears in 2 contracts
Sources: Dealer Manager Agreement (Jones Lang LaSalle Income Property Trust, Inc.), Dealer Manager Agreement (Jones Lang LaSalle Income Property Trust, Inc.)
Submission of Orders. Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription agreement (“Subscription Agreement Agreement”) in the form attached as an Appendix to the Prospectus and to deliver to Participating Dealer such completed and executed Subscription Agreement Agreement, together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase$10.00 per Share, which must be at least subject to discounts based upon the minimum purchase amount set forth volume of shares purchased and for certain categories of purchasers as described in the Prospectus. Those persons who There shall be a minimum initial purchase by any one purchaser of $4,000 of Primary Shares will be instructed by Dealer to make their instruments of payment payable to (except as otherwise indicated in the Prospectus, or for the benefit of “Nuveen Global Cities REIT, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received by any letter or memorandum from the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy Minimum subsequent purchases of the ProspectusPrimary Shares shall be $100 per transaction. If Dealer receives a Any Subscription Agreement or and instrument of payment not conforming to the foregoing instructions, Dealer instructions shall return such Subscription Agreement and instrument of payment directly be returned to such subscriber not later than the end of the next second business day following its receiptreceipt by Participating Dealer of such materials. Subscription Agreements and instruments of payment received by the Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to Participating Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted then, by the end noon of the next business day following receipt by Participating Dealer, Participating Dealer will transmit the Subscription Agreements and instrument of payment to the Escrow Agent (as defined below) or, after the Company has received and accepted subscriptions for deposit at least $2,000,000 in Primary Shares (the “Minimum Offering”), to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Where; and
(b) where, pursuant to Participating Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), then Subscription Agreements and instruments of payment will be transmitted by Participating Dealer to the end Final Review Office by noon of the next business day following receipt by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”)Participating Dealer. The Final Review Office will in turn, by the end noon of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments instrument of payment for deposit to the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company.
(c) Participating Dealer understands that the Company and/or the Dealer Manager reserves the unconditional right to reject any order for any or no reason.
(d) Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, the Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Escrow Agent, until the Minimum Offering requirements are satisfied. The Participating Dealer shall furnish to the Escrow Agent with each delivery of instruments of payment a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Primary Shares subscribed for, and the amount of money paid.
(e) Participating Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated [·], 20[·] (the “Escrow Agreement”), by and between UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Company.
Appears in 2 contracts
Sources: Dealer Manager Agreement (NorthStar Real Estate Income II, Inc.), Dealer Manager Agreement (NorthStar Real Estate Income II, Inc.)
Submission of Orders. Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription agreement (“Subscription Agreement Agreement”) in the form attached as an Appendix to the Prospectus and to deliver to Participating Dealer such completed and executed Subscription Agreement Agreement, together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of payment”) in the amount of $10.00 per Share. Thereafter, Primary Shares will be offered and sold at a purchase price of $10.00 per Share, or such person’s purchase, which must be at least discounted purchase price per Share that may apply based upon the minimum purchase amount set forth available discounts specified in the Prospectus. Those persons who There shall be a minimum initial purchase Shares will be instructed by Dealer to make their instruments any one purchaser of payment payable to or for the benefit of “Nuveen Global Cities REIT, Inc.” Purchase orders which include a completed and executed 250 Primary Shares. Any Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If Dealer receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, Dealer instructions shall return such Subscription Agreement and instrument of payment directly be returned to such subscriber not later than the end of the next second business day following its receiptreceipt by Participating Dealer of such materials. Subscription Agreements and instruments of payment received by the Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to Participating Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted then, by the end noon of the next business day following receipt by Participating Dealer, Participating Dealer for deposit will transmit the Subscription Agreements and instrument of payment to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Where; and
(b) where, pursuant to Participating Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), then Subscription Agreements and instruments of payment will be transmitted by Participating Dealer to the end Final Review Office by noon of the next business day following receipt by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”)Participating Dealer. The Final Review Office will in turn, by the end noon of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments instrument of payment for deposit to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Participating Dealer understands that the Company and/or the Dealer Manager reserves the unconditional right to reject any order for any or no reason. Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, the Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Company or to such other account or agent as directed by the Company. The Participating Dealer shall furnish to the Company or to such other account or agent as directed by the Company with each delivery of instruments of payment a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Primary Shares subscribed for, and the amount of money paid.
Appears in 2 contracts
Sources: Participating Dealer Agreement (Bluerock Enhanced Multifamily Trust, Inc.), Participating Dealer Agreement (Bluerock Enhanced Multifamily Trust, Inc.)
Submission of Orders. Each person desiring Those persons who purchase Class A Common Shares pursuant to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer to make their instruments of payment checks payable to or Bank of Texas, Escrow Agent for New School Properties, Inc. and such checks will be promptly deposited into the benefit of “Nuveen Global Cities REIT, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received escrow account established by the Company at least five (5) business days prior to the last business day of the month (unless waived by the Issuer and Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives Any Dealer receiving a copy of the Prospectus. If Dealer receives a Subscription Agreement or instrument of payment check not conforming to the foregoing instructions, Dealer instructions shall return such Subscription Agreement and instrument of payment check directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments of payment Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section Article II. The Dealer Manager may authorize Dealer if Dealer is a "$250,000 broker-dealer" to instruct its customers to make its checks for Class A Common Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds of the subscriber's checks and issue a check made payable to the order of the escrow agent for the aggregate amount of the subscription proceeds. Transmittal of received investor funds Issuers will be made in accordance with the following procedures: Where, pursuant to Dealer’s :
(a) If a Dealer conducts its internal supervisory proceduresprocedures at the location where subscription documents and checks are initially received, the Dealer shall forward (i) the subscription documents to the Dealer Manager and (ii) the checks to the escrow agent by noon of the next business day following receipt of the subscription documents and the check.
(b) If the internal supervisory review is conducted procedures are to be performed at a different location (the same location at which Subscription Agreements "Final Review Office"), the subscription documents and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will check must be transmitted to the Final Review Office by the end of the next business day following receipt by Dealer for deposit to of the Company or its agent as set forth in the Subscription Agreement or as otherwise directed subscription documents and check by the CompanyDealer. WhereThe Final Review Office will, pursuant to Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Dealer of the subscription documents and check, forward both the subscription documents and check to the office Dealer Manager as processing broker-dealer in order that the Dealer Manager may complete its review of Dealer conducting such final internal supervisory review (the “Final Review Office”)documentation and process the subscription documents and check. The Final Review Office will in turn, If requested by the end Issuer or the Dealer Manager, the Dealer shall obtain from subscribers for the Class A Common Shares, other documentation reasonably deemed by the Issuer or the Dealer Manager to be required under applicable law or as may be necessary to reflect the policies of the next business day following receipt by Issuer or the Final Review OfficeDealer Manager. Such documentation may include, transmit such Subscription Agreements without limitation, subscribers' written acknowledgement and instruments of payment for deposit agreement to the Company privacy policies of the Issuer or its agent as set forth in the Subscription Agreement or as otherwise directed by the CompanyDealer Manager.
Appears in 2 contracts
Sources: Dealer Agreement (New School Properties, Inc.), Selected Dealer Agreement (New School Properties, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount Except as set forth in the Prospectus. Those persons who purchase Shares below, subscribers will be instructed by the Dealer to make their instruments of payment checks payable to or to send wire transfers for the benefit account of “Nuveen Global Cities REITCantor ▇▇▇▇▇▇▇▇▇▇ Income Trust, Inc.” Purchase Any Dealer receiving a check not conforming to the foregoing instructions shall return such check directly to such subscriber not later than the end of the next business day following its receipt. Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit in accordance with the following procedures. Where, pursuant to a Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are initially received from subscribers, checks will be transmitted by the end of the next business day following receipt of the subscription documents and the check by the Dealer to the Company or to such other account or agent as directed by the Company. Where, pursuant to a Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), subscription documents and checks will be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and check by the Dealer. The Final Review Office will transmit such subscription documents and checks by the end of the next business day following receipt by the Final Review Office to the Company or to such other account or agent as directed by the Company. Subscription orders which include a completed and executed Subscription Agreement subscription documents in “good order order” and instruments of payment received by the Company at least five (5) business days prior to the last business first calendar day of the month (unless waived by the Dealer Manager) will shall be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may Subscription requests will not submit an initial purchase order until at least five be accepted by the Company before the later of (5i) two business days before the first calendar day of each month and (ii) three business days after the date on which Company makes the subscriber receives a copy of the Prospectustransaction price publicly available. If Dealer receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, Dealer shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments of payment received by Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will Any repurchase requests must be made in accordance with the following procedures: Where, pursuant to Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Dealer for deposit to the Company or its agent as set forth applicable procedures described in the Subscription Agreement or as otherwise directed Company’s offering document, the Company’s share repurchase plan, and applicable law, rules and regulations. The parties acknowledge and agree that a repurchase request is not received in “good order’’ unless the repurchase request and all required documentation is complete and received by the Company. Where, pursuant to Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted transfer agent by the end of applicable repurchase request deadline described in the next business day following receipt by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, Company’s offering document or otherwise specified by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Companywriting.
Appears in 2 contracts
Sources: Selected Dealer Agreement (Cantor Fitzgerald Income Trust, Inc.), Selected Dealer Agreement (Cantor Fitzgerald Income Trust, Inc.)
Submission of Orders. Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Appendix to the Prospectus and to deliver to Participating Dealer such completed and executed Subscription Agreement Agreement, together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of payment”) in the amount of $10.00 per Share, or such person’s purchase, which must be at least discounted purchase price per Share that may apply based upon the minimum purchase amount set forth available discounts specified in the Prospectus. Those persons who There shall be a minimum initial purchase Shares will be instructed by Dealer to make their instruments any one purchaser of payment payable to or for the benefit of “Nuveen Global Cities REIT, Inc.” Purchase orders which include a completed and executed 200 Primary Shares. Any Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If Dealer receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, Dealer instructions shall return such Subscription Agreement and instrument of payment directly be returned to such subscriber not later than the end of the next second business day following its receiptreceipt by Participating Dealer of such materials. Subscription Agreements and instruments of payment received by the Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to Participating Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted then, by the end noon of the next business day following receipt by Participating Dealer, Participating Dealer for deposit will transmit the Subscription Agreements and instrument of payment to the Escrow Agent (as defined below) or, after the Minimum Offering (as defined below) has been obtained, to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Where; and
(b) where, pursuant to Participating Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, location (the “Final Review Office”); then Subscription Agreements and instruments of payment will be transmitted by Participating Dealer to the end Final Review Office by noon of the next business day following receipt by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”)Participating Dealer. The Final Review Office will in turn, by the end noon of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments instrument of payment for deposit to the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Participating Dealer understands that the Company reserves the unconditional right to reject any order for any or no reason. Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, the Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Escrow Agent. The Participating Dealer shall furnish to the Escrow Agent with each delivery of instruments of payment a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Primary Shares subscribed for, and the amount of money paid. Participating Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated [___], 2007 (the “Escrow Agreement”), by and among ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), and the Company.
Appears in 2 contracts
Sources: Dealer Manager Agreement (Green Realty Trust, Inc.), Dealer Manager Agreement (Green Realty Trust, Inc.)
Submission of Orders. (a) Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Dealer you such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those You shall instruct any persons who purchase Shares will be instructed by Dealer to make their instruments of payment payable to or for the benefit of “Nuveen Global Cities REITInPoint Commercial Real Estate Income, Inc.” Purchase orders which that include (i) instruments of payment received by the Company at least two (2) business days prior to the first calendar day of the month and (ii) a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last business first calendar day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. .
(b) If Dealer receives you receive a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, Dealer you shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments of payment received by Dealer which you that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II3. Transmittal of received investor funds will be made in accordance with the following procedures: :
(i) Where, pursuant to the Selected Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Selected Dealer for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company. .
(ii) Where, pursuant to the Selected Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Selected Dealer to the office of the Selected Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company.
(c) All orders, whether initial or additional, are subject to acceptance by and shall only become effective upon confirmation by the Company, which reserves the right to reject any order. Orders not accompanied by a Subscription Agreement and the required payment for the Shares may be rejected. Issuance of the Shares will be made only after acceptance of the subscription from the Company and actual receipt by the Company of payment therefor. If any check is not paid upon presentment, or if the Company is not in actual receipt of clearinghouse funds or cash, certified or cashier’s check or the equivalent in payment for the Shares, the Company reserves the right to cancel the sale without notice.
Appears in 2 contracts
Sources: Dealer Manager Agreement (InPoint Commercial Real Estate Income, Inc.), Dealer Manager Agreement (InPoint Commercial Real Estate Income, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares Bonds will be instructed by the Dealer to make their instruments of payment payable to or for transfer the benefit of “Nuveen Global Cities REIT, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior Amount to the last business day of entity listed in the month (unless waived by the Subscription Agreement. Any Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If Dealer receives receiving a Subscription Agreement or instrument of payment Amount not conforming to the foregoing instructions, Dealer instructions shall return such Subscription Agreement and instrument of payment Amount directly to such subscriber Subscriber not later than the end noon of the next business day following its receipt. Subscription Agreements and instruments of payment Amounts received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section Article II. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which the Subscription Agreements and instruments of payment Subscription Amounts are received from subscribersSubscribers, the Subscription Agreements and instruments of payment Amounts will be transmitted by the end noon of the next business day following receipt by the Dealer to the Trustee for deposit to directly with the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the CompanyTrustee. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment Amounts will be transmitted by the end noon of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, turn transmit by the end 5:00 pm of the next business day following receipt at a different location by the Final Review Office, transmit Office such Subscription Agreements and instruments of payment Amounts to the Trustee for deposit to directly with the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the CompanyTrustee.
Appears in 2 contracts
Sources: Managing Broker Dealer Agreement (Lighthouse Life Capital, LLC), Managing Broker Dealer Agreement (Lighthouse Life Capital, LLC)
Submission of Orders. Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription agreement (“Subscription Agreement Agreement”) in the form attached as an Appendix to the Prospectus and to deliver to Participating Dealer such completed and executed Subscription Agreement Agreement, together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchasethe purchase price per Share for the applicable class(es) of Shares being purchased, which must be at least the minimum purchase amount set forth as specified in the Prospectus. Those persons who There shall be a minimum initial purchase by any one purchaser of $2,500 in Primary Shares will be instructed by Dealer to make their instruments of payment payable to (except as otherwise indicated in the Prospectus, or for the benefit of “Nuveen Global Cities REIT, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received by any letter or memorandum from the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy Minimum subsequent purchases of the ProspectusPrimary Shares shall be $500 per transaction. If Dealer receives a Any Subscription Agreement or and instrument of payment not conforming to the foregoing instructions, Dealer instructions shall return such Subscription Agreement and instrument of payment directly be returned to such subscriber not later than the end of the next second business day following its receiptreceipt by Participating Dealer of such materials. Subscription Agreements and instruments of payment received by the Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to Participating Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted then, by the end noon of the next business day following receipt by Participating Dealer, Participating Dealer for deposit will transmit the Subscription Agreements and instrument of payment to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Where; and
(b) where, pursuant to Participating Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), then Subscription Agreements and instruments of payment will be transmitted by Participating Dealer to the end Final Review Office by noon of the next business day following receipt by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”)Participating Dealer. The Final Review Office will in turn, by the end noon of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments instrument of payment for deposit to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company.
(c) Participating Dealer understands that the Company and the Dealer Manager reserve the unconditional right to reject any order for any or no reason.
(d) Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, the Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Company or to such other account agent as directed by the Company. The Participating Dealer shall furnish to the Company with each delivery of instruments of payment a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Primary Shares subscribed for, and the amount of money paid.
Appears in 2 contracts
Sources: Dealer Manager Agreement (Moody National REIT II, Inc.), Dealer Manager Agreement (Moody National REIT II, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. 12.1 Those persons who purchase Shares will be instructed by the Dealer Manager or the Dealer to make their instruments of payment checks payable to or for the benefit of “Nuveen Global Cities REITBehringer Harvard Multifamily REIT I, Inc.” Purchase orders which include The Dealer Manager and any Dealer receiving a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If Dealer receives a Subscription Agreement or instrument of payment check not conforming to the foregoing instructions, Dealer instructions shall return such Subscription Agreement and instrument of payment check directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments of payment Checks received by the Dealer Manager or Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II12. Transmittal of received investor funds will be made in accordance with the following procedures: Where. The Dealer Manager may authorize certain Dealers which are “$250,000 broker-dealers” to instruct their customers to make their checks for Shares subscribed for payable directly to the Dealer. In such case, pursuant the Dealer will collect the proceeds of the subscribers’ checks and issue a check for the aggregate amount of the subscription proceeds made payable to Dealer’s “Behringer Harvard Multifamily REIT I, Inc.”
12.2 If a Dealer conducts its internal supervisory procedures, internal supervisory review is conducted procedures at the same location at which Subscription Agreements where subscription documents and instruments checks are initially received, the Dealer shall forward (a) the subscription documents (i) by way of payment are received from subscribersU.S. Mail to Behringer Harvard Investment Services, Subscription Agreements ▇.▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (“Investment Services”) or (ii) by way overnight delivery or express mail to Investment Services, ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ and instruments of payment will be transmitted by (b) the end of the next business day following receipt by Dealer for deposit checks to the Company or its agent Investment Services, as set forth in the Subscription Agreement or as otherwise directed by the Company. Where, pursuant to Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turnapplicable, by the end of the next business day following receipt by of the subscription documents and the check.
12.3 If a Dealer’s internal supervisory procedures are to be performed at a different location (the “Final Review Office”), the subscription documents and check must be transmitted to the Final Review OfficeOffice by the end of the next business day following receipt of the subscription documents and check by the Dealer. The Final Review Office will, transmit by the next business day following receipt of the subscription documents and check, forward both the subscription documents and check to Investment Services in order that the Dealer Manager may complete its review of the documentation and process the subscription documents and check.
12.4 Checks of rejected subscribers will be promptly returned to such Subscription Agreements and instruments of payment for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed subscribers.
12.5 If requested by the Company, the Dealer Manager shall obtain, and shall cause the Dealers to obtain, from subscribers for the Shares, other documentation reasonably deemed by the Company to be required under applicable law or as may be necessary to reflect the policies of the Company. Such documentation may include, without limitation, subscribers’ written acknowledgement and agreement to the privacy policies of the Company.
Appears in 2 contracts
Sources: Dealer Manager Agreement (Behringer Harvard Multifamily Reit I Inc), Dealer Manager Agreement (Behringer Harvard Multifamily Reit I Inc)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer to make their instruments of payment checks payable to or “UMB Bank, N.A., Escrow Agent for the benefit of “Nuveen Global Cities REIT▇▇▇▇▇▇▇ Capital Essential Asset REIT II, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior where appropriate, or directly to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days ▇▇▇▇▇▇▇ Capital Essential Asset REIT II, Inc. after the date on which the subscriber receives Minimum Offering has been achieved. Any Dealer receiving a copy of the Prospectus. If Dealer receives a Subscription Agreement or instrument of payment check not conforming to the foregoing instructions, Dealer instructions shall return such Subscription Agreement and instrument of payment check directly to such subscriber not later than the end noon Eastern Time of the next business day following its receipt. Subscription Agreements and instruments of payment Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section Article II. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements subscription documents and instruments of payment checks are received from subscribers, Subscription Agreements and instruments of payment checks will be transmitted by the end noon Eastern Time of the next business day following receipt by the Dealer for deposit to the Company for deposit with an escrow agent, where appropriate, or its agent as set forth in the Subscription Agreement or as otherwise directed by for deposit directly with the Company. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment checks will be transmitted by the end noon Eastern Time of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, turn transmit by the end 5:00 pm Eastern Time of the next business day following receipt at a different location by the Final Review Office, transmit Office such Subscription Agreements and instruments of payment for deposit checks to the Company for deposit with an escrow agent, where appropriate, or its agent as set forth in the Subscription Agreement or as otherwise directed by for deposit directly with the Company.
Appears in 2 contracts
Sources: Dealer Manager Agreement (Griffin Capital Essential Asset REIT II, Inc.), Dealer Manager Agreement (Griffin Capital Essential Asset REIT II, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer Manager or the Dealer to make their instruments of payment checks payable to or for the benefit of “Nuveen Global Cities REITBehringer Harvard Opportunity REIT II, Inc.” Purchase orders which include Any Dealer receiving a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If Dealer receives a Subscription Agreement or instrument of payment check not conforming to the foregoing instructions, Dealer instructions set forth above shall return such Subscription Agreement and instrument of payment check directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments of payment Checks received by the Dealer which conform to the foregoing instructions set forth above shall be transmitted for deposit pursuant to one of the methods described in this Section Article II. The Dealer Manager may authorize Dealer if Dealer is a “$250,000 broker-dealer” to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds of the subscriber’s checks and issue a check for the aggregate amount of the subscription proceeds made payable to “Behringer Harvard Opportunity REIT II, Inc.” Checks of rejected subscribers will be promptly returned to such subscribers. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to Dealer’s :
(a) If the Dealer conducts its internal supervisory procedures, internal supervisory review is conducted procedures at the same location at which Subscription Agreements where subscription documents and instruments checks are initially received, the Dealer shall forward the subscription documents and checks (i) by way of payment are received from subscribersU.S. Mail to Behringer Harvard Investment Services, Subscription Agreements and instruments of payment will be transmitted ▇.▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (“Investment Services”) or (ii) by way overnight delivery or express mail to Investment Services, ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ by the end of the next business day following receipt by Dealer for deposit to of the Company or its agent as set forth in subscription documents and the Subscription Agreement or as otherwise directed by check.
(b) If the Company. Where, pursuant to Dealer’s internal supervisory procedures, final internal supervisory review is conducted procedures are to be performed at a different locationlocation (the “Final Review Office”), Subscription Agreements the subscription documents and instruments of payment will check must be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and check by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”)Dealer. The Final Review Office will in turnwill, by the end of the next business day following receipt of the subscription documents and check, forward both the subscription documents and check to Investment Services. If requested by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Company or its agent as set forth in the Subscription Agreement Dealer Manager, the Dealer shall obtain from subscribers for the Shares, other documentation reasonably deemed by the Company or the Dealer Manager to be required under applicable law or as otherwise directed by may be necessary to reflect the Companypolicies of the Company or the Dealer Manager. Such documentation may include, without limitation, subscribers’ written acknowledgement and agreement to the privacy policies of the Company or the Dealer Manager.
Appears in 2 contracts
Sources: Dealer Manager Agreement (Behringer Harvard Opportunity REIT II, Inc.), Dealer Manager Agreement (Behringer Harvard Opportunity REIT II, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by Dealer to make their instruments of payment payable to or for the benefit of “Nuveen Global Cities REIT▇.▇. ▇▇▇▇▇▇ Real Estate Income Trust, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer ManagerCompany) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If Dealer receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, Dealer shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments of payment received by Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: :
(a) Where, pursuant to Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Dealer for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company. .
(b) Where, pursuant to Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company.
Appears in 2 contracts
Sources: Dealer Manager Agreement (J.P. Morgan Real Estate Income Trust, Inc.), Dealer Manager Agreement (J.P. Morgan Real Estate Income Trust, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Participating Broker-Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the ProspectusPrivate Placement Memorandum. Those persons who purchase Shares will be instructed by Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “Nuveen Global Cities REIT, Inc.” Principal Credit Real Estate Income Trust”. Purchase orders which that include a completed and executed Subscription Agreement in good order and instruments of payment received by the Company Trust at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business calendar day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the ProspectusPrivate Placement Memorandum. If Participating Broker-Dealer receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, Participating Broker-Dealer shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments of payment received by Participating Broker-Dealer which that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: procedures set forth below. Where, pursuant to Participating Broker-Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Participating Broker-Dealer for deposit to the Company Trust or its agent as set forth in the Subscription Agreement or as otherwise directed by the CompanyTrust. Where, pursuant to Participating Broker-Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Participating Broker-Dealer to the office of Participating Broker-Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turnwill, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Company Trust or its agent as set forth in the Subscription Agreement or as otherwise directed by the CompanyTrust.
Appears in 2 contracts
Sources: Dealer Manager Agreement (Principal Credit Real Estate Income Trust), Dealer Manager Agreement (Principal Credit Real Estate Income Trust)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Participating Broker-Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the ProspectusPrivate Placement Memorandum. Those persons who purchase Shares will be instructed by Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “Nuveen Global Cities REIT, Inc.” Starwood Credit Real Estate Income Trust”. Purchase orders which that include a completed and executed Subscription Agreement in good order and instruments of payment received by the Company Trust at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business calendar day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the ProspectusPrivate Placement Memorandum. If Participating Broker-Dealer receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, Participating Broker-Dealer shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments of payment received by Participating Broker-Dealer which that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: procedures set forth below. Where, pursuant to Participating Broker-Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Participating Broker-Dealer for deposit to the Company Trust or its agent as set forth in the Subscription Agreement or as otherwise directed by the CompanyTrust. Where, pursuant to Participating Broker-Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Participating Broker-Dealer to the office of Participating Broker-Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turnwill, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Company Trust or its agent as set forth in the Subscription Agreement or as otherwise directed by the CompanyTrust.
Appears in 2 contracts
Sources: Dealer Manager Agreement (Starwood Credit Real Estate Income Trust), Dealer Manager Agreement (Starwood Credit Real Estate Income Trust)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to the Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer to make their instruments of payment payable to or for the benefit of the escrow agent described in the Prospectus and Subscription Agreement for any Offering in which there is a minimum offering contingency described in the Prospectus (the “Minimum Offering”) that has not yet been satisfied. If no such Minimum Offering is applicable or has already been satisfied in accordance with the Prospectus, then those persons who purchase Shares will be instructed by the Dealer to make their instruments of payment payable to or for the benefit of “Nuveen Global Cities REITBlackstone Real Estate Income Trust, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If the Dealer receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Dealer shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments of payment received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer for deposit to the escrow agent described in the Prospectus and Subscription Agreement for any Offering in which a Minimum Offering is applicable and has not yet been satisfied. If no such Minimum Offering is applicable or has been satisfied in accordance with the Prospectus, then Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Where, pursuant to the Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the escrow agent described in the Prospectus and Subscription Agreement for any Offering in which a Minimum Offering is applicable and has not yet been satisfied. If no such Minimum Offering is applicable or has been satisfied in accordance with the Prospectus, then the Final Review Office will, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company.
Appears in 2 contracts
Sources: Selected Dealer Agreement (Blackstone Real Estate Income Trust, Inc.), Selected Dealer Agreement (Blackstone Real Estate Income Trust, Inc.)
Submission of Orders. Each person desiring to Subscribers may purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Dealer such completed and executed Subscription Agreement together with a check utilizing checks, drafts, wires, Automatic Clearing House (ACH) or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectusmoney orders. Those persons who purchase Shares will be instructed by the Dealer to make their instruments of payment payable to or “UMB Bank, N.A., Escrow Agent for the benefit of “Nuveen Global Cities REIT▇▇▇▇▇▇▇-American Healthcare REIT IV, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior where appropriate, or directly to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days ▇▇▇▇▇▇▇-American Healthcare REIT IV, Inc. after the date on which the subscriber receives a copy of the ProspectusMinimum Offering has been achieved. If Any Dealer receives a Subscription Agreement or receiving an instrument of payment not conforming to the foregoing instructions, Dealer instructions shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end noon Eastern Time of the next business day following its receipt. Subscription Agreements and instruments Instruments of payment received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section Article II. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements subscription documents and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted by the end of not later than noon the next business day following receipt by the Dealer to the Company’s transfer agent for deposit to the Company with an escrow agent, where appropriate, or its agent as set forth in the Subscription Agreement or as otherwise directed by for deposit directly with the Company. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of not later than noon the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of turn transmit not later than noon the next business day following receipt at a different location by the Final Review Office, transmit Office such Subscription Agreements and instruments of payment to the Company’s transfer agent for deposit to the Company with an escrow agent, where appropriate, or its agent as set forth in the Subscription Agreement or as otherwise directed by for deposit directly with the Company.
Appears in 2 contracts
Sources: Dealer Manager Agreement (Griffin-American Healthcare REIT IV, Inc.), Dealer Manager Agreement (Griffin-American Healthcare REIT IV, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Dealer Participating Adviser such completed and executed Subscription Agreement together with a check or wire transfer (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount for the class of Shares being purchased as set forth in the ProspectusMemorandum. Those persons Persons who purchase Shares will be instructed by Dealer Participating Adviser to make their instruments of payment payable to or for the benefit of “Nuveen Global Cities REITInvesco Commercial Real Estate Finance Trust, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If Dealer Participating Adviser receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructionsinstructions and any instructions set forth in the Memorandum, Dealer Participating Adviser shall return such Subscription Agreement and instrument of payment directly to such subscriber purchaser not later than the end of the next first business day following its receiptreceipt by Participating Adviser. Subscription Agreements and instruments of payment received by Dealer Participating Adviser which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section IIIII. Transmittal of received investor funds will be made in accordance with the following procedures: Where, as applicable:
(a) where, pursuant to DealerParticipating Adviser’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscriberspurchasers, then Participating Adviser will transmit the Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Dealer for deposit to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. WhereCompany by the end of the next business day following receipt thereof by Participating Adviser; and
(b) where, pursuant to DealerParticipating Adviser’s internal supervisory procedures, final internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), then Subscription Agreements and instruments of payment will be transmitted by Participating Adviser to the Final Review Office by the end of the next business day following receipt by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”)Participating Adviser. The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Participating Adviser acknowledges and agrees that the Company reserves the unconditional right to reject any subscription for any or no reason.
Appears in 2 contracts
Sources: Dealer Manager Agreement (Invesco Commercial Real Estate Finance Trust, Inc.), Dealer Manager Agreement (Invesco Commercial Real Estate Finance Trust, Inc.)
Submission of Orders. Each person desiring to purchase Shares in 12.1 Until such time as the Offering will be required to complete Company has received and execute a Subscription Agreement and to deliver to Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be accepted subscriptions for at least 200,000 shares and released the minimum purchase proceeds from such subscriptions from escrow (or such greater amount set forth as may be applicable in the Prospectus. Those respect of any greater escrow in respect of subscribers from New York and Pennsylvania), those persons who purchase Shares will be instructed by the Dealer Manager or the Dealer to make their instruments of payment checks payable to or for as provided in the benefit of “Nuveen Global Cities REIT, Inc.” Purchase orders which include Escrow Agreement. The Dealer Manager and any Dealer receiving a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If Dealer receives a Subscription Agreement or instrument of payment check not conforming to the foregoing instructions, Dealer instructions shall return such Subscription Agreement and instrument of payment check directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments of payment Checks received by the Dealer Manager or Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II12. Transmittal of received investor funds will be made in accordance with the following procedures: Where. The Dealer Manager may authorize certain Dealers which are “$250,000 broker-dealers” to instruct their customers to make their checks for Shares subscribed for payable directly to the Dealer. In such case, pursuant the Dealer will collect the proceeds of the subscribers’ checks and issue a check for the aggregate amount of the subscription proceeds made payable to the order of the escrow agent, or if instructed by the Dealer Manager as provided above, made payable to the order of the Company.
12.2 If a Dealer conducts its internal supervisory procedures at the location where subscription documents and checks are initially received, the Dealer shall forward (i) the subscription documents to the Dealer Manager and (ii) the checks to the escrow agent or the Dealer Manager, as applicable, by noon of the next business day following receipt of the subscription documents and the check.
12.3 If a Dealer’s internal supervisory proceduresprocedures are to be performed at a different location (the “Final Review Office”), internal supervisory review is conducted at the same location at which Subscription Agreements subscription documents and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will check must be transmitted to the Final Review Office by the end of the next business day following receipt by Dealer for deposit to of the Company or its agent as set forth in the Subscription Agreement or as otherwise directed subscription documents and check by the CompanyDealer. WhereThe Final Review Office will, pursuant to Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Dealer of the subscription documents and check, forward both the subscription documents and check to the office Dealer Manager as processing broker-dealer in order that the Dealer Manager may complete its review of the documentation and process the subscription documents and check.
12.4 Any check received by the Dealer conducting such final internal supervisory review (Manager directly or as processing broker-dealer from the “Final Review Office”). The Final Review Office will Dealers will, in turnall cases, be forwarded to the escrow agent as soon as practicable, but in any event by the end of the next second business day following receipt by the Final Review Office, transmit Dealer Manager of the subscription documents and check. Checks of rejected subscribers will be promptly returned to such Subscription Agreements and instruments of payment for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed subscribers.
12.5 If requested by the Company, the Dealer Manager shall obtain, and shall cause the Dealers to obtain, from subscribers for the Shares, other documentation reasonably deemed by the Company to be required under applicable law or as may be necessary to reflect the policies of the Company. Such documentation may include, without limitation, subscribers’ written acknowledgement and agreement to the privacy policies of the Company.
Appears in 2 contracts
Sources: Dealer Manager Agreement (Behringer Harvard Opportunity REIT I, Inc.), Dealer Manager Agreement (Behringer Harvard Opportunity REIT I, Inc.)
Submission of Orders. Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription agreement (“Subscription Agreement Agreement”) in the form attached as an Appendix to the Prospectus and to deliver to Participating Dealer such completed and executed Subscription Agreement Agreement, together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase$10.00 per Share, which must be at least subject to discounts based upon the minimum purchase amount set forth volume of shares purchased and for certain categories of purchasers as described in the Prospectus. Those persons who There shall be a minimum initial purchase by any one purchaser of $4,000 of Primary Shares will be instructed by Dealer to make their instruments of payment payable to (except as otherwise indicated in the Prospectus, or for the benefit of “Nuveen Global Cities REIT, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received by any letter or memorandum from the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy Minimum subsequent purchases of the ProspectusPrimary Shares shall be $100 per transaction. If Dealer receives a Any Subscription Agreement or and instrument of payment not conforming to the foregoing instructions, Dealer instructions shall return such Subscription Agreement and instrument of payment directly be returned to such subscriber not later than the end of the next second business day following its receiptreceipt by Participating Dealer of such materials. Subscription Agreements and instruments of payment received by the Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to Participating Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted then, by the end noon of the next business day following receipt by Participating Dealer, Participating Dealer will transmit the Subscription Agreements and instrument of payment to the Escrow Agent (as defined below) or, after the Company has received and accepted subscriptions for deposit at least $2,000,000 in Primary Shares (the “Minimum Offering”), to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Where; and
(b) where, pursuant to Participating Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), then Subscription Agreements and instruments of payment will be transmitted by Participating Dealer to the end Final Review Office by noon of the next business day following receipt by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”)Participating Dealer. The Final Review Office will in turn, by the end noon of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments instrument of payment for deposit to the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company.
(c) Participating Dealer understands that the Company and/or the Dealer Manager reserves the unconditional right to reject any order for any or no reason.
(d) Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, the Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Escrow Agent. The Participating Dealer shall furnish to the Escrow Agent with each delivery of instruments of payment a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Primary Shares subscribed for, and the amount of money paid.
(e) Participating Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated , 2010 (the “Escrow Agreement”), by and among ▇▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), and the Company.
Appears in 2 contracts
Sources: Dealer Manager Agreement (NorthStar Real Estate Income Trust, Inc.), Dealer Manager Agreement (NorthStar Real Estate Income Trust, Inc.)
Submission of Orders. Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription agreement (“Subscription Agreement Agreement”) in the form attached as an Appendix to the Prospectus and to deliver to Participating Dealer such completed and executed Subscription Agreement Agreement, together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase$10.00 per Share, which must be at least the minimum purchase amount set forth subject to discounts for certain categories of purchasers as described in the Prospectus. Those persons who There shall be a minimum initial purchase by any one purchaser of $2,500 of Primary Shares will be instructed by Dealer to make their instruments of payment payable to (except as otherwise indicated in the Prospectus, or for the benefit of “Nuveen Global Cities REIT, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received by any letter or memorandum from the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If Dealer receives a Any Subscription Agreement or and instrument of payment not conforming to the foregoing instructions, Dealer instructions shall return such Subscription Agreement and instrument of payment directly be returned to such subscriber not later than the end of the next second business day following its receiptreceipt by Participating Dealer of such materials. Subscription Agreements and instruments of payment received by the Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to Participating Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted then, by the end noon of the next business day following receipt by Participating Dealer, Participating Dealer will transmit the Subscription Agreements and instrument of payment to the Escrow Agent (as defined below) or, after the Company has received and accepted subscriptions for deposit at least $2,500,000 in Primary Shares (the “Minimum Offering”), to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Where; and
(b) where, pursuant to Participating Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), then Subscription Agreements and instruments of payment will be transmitted by Participating Dealer to the end Final Review Office by noon of the next business day following receipt by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”)Participating Dealer. The Final Review Office will in turn, by the end noon of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments instrument of payment for deposit to the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company.
(c) Participating Dealer understands that the Company and/or the Dealer Manager reserves the unconditional right to reject any order for any or no reason.
(d) Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, the Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Escrow Agent. The Participating Dealer shall furnish to the Escrow Agent with each delivery of instruments of payment a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Primary Shares subscribed for, and the amount of money paid.
(e) Participating Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated October 21, 2010 (the “Escrow Agreement”), by and among UMB Bank, N.A. a national banking association, as escrow agent (the “Escrow Agent”), the Dealer Manager and the Company.
Appears in 2 contracts
Sources: Dealer Manager Agreement (CM REIT, Inc.), Dealer Manager Agreement (CM REIT, Inc.)
Submission of Orders. (a) Each person desiring to purchase Shares Units in the Offering will be required to complete and execute a Subscription Agreement and to deliver to the Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) Payment in the amount of such person’s purchase, which which, unless otherwise agreed to by the Company, must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares Units will be instructed by the Dealer to make their instruments of payment Payments payable to or for the benefit of “Nuveen Global Cities REITBelpointe PREP, Inc.LLC.” Purchase orders which that include a completed and executed Subscription Agreement in good order and instruments of payment Payment received by the Company at least five (5) business days prior to the last business first calendar day of the month any calendar quarter (unless waived by the Dealer ManagerCompany) will be executed as of the first last business day of the next month such calendar (based on such calendar quarter’s Purchase Price).
(b) If the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If Dealer receives a Subscription Agreement or instrument of payment Payment not conforming to the foregoing instructions, the Dealer shall return such Subscription Agreement and instrument of payment Payment directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments of payment Payments received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II2. Transmittal of received investor funds will be made in accordance with one of the following procedures: , as applicable:
(i) Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment Payments are received from subscribers, Subscription Agreements and instruments of payment Payments will be transmitted by the end of the next business day following receipt by the Dealer for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company. .
(ii) Where, pursuant to the Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment Payments will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment Payment for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company.
Appears in 2 contracts
Sources: Participating Dealer Agreement (Belpointe PREP, LLC), Participating Dealer Agreement (Belpointe PREP, LLC)
Submission of Orders. 6.1 Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription agreement in the form attached as an appendix to the Prospectus and provided by the Company to the Dealer Manager and each Participating Broker-Dealer for use in connection with the Offering (the “Subscription Agreement Agreement”) and to deliver to the Participating Broker-Dealer such completed and executed Subscription Agreement together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons Persons who purchase Primary Shares will be instructed by the Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “Nuveen Global Cities REITRREEF Property Trust, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day of the month (unless waived by the Dealer Manager) will be executed as at the price per share of the first class of shares being purchased calculated at the end of such business day in accordance with the procedures described in the Prospectus. Purchase orders placed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares being purchased calculated at the end of the next month (based on business day in accordance with the prior month’s transaction price)procedures described in the Prospectus. Subscribers may not submit an initial purchase order No sale of Primary Shares shall be completed until at least five (5) business days after the date on which the subscriber receives a copy of the final Prospectus. .
6.2 If the Participating Broker-Dealer receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Participating Broker-Dealer shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next second business day following its receiptreceipt by the Participating Broker-Dealer of such materials. Subscription Agreements and instruments of payment received by the Participating Broker-Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to Dealer’s the internal supervisory proceduresprocedures of the Participating Broker-Dealer, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted then, by the end noon of the next business day following receipt by the Participating Broker-Dealer, the Participating Broker-Dealer for deposit will transmit the Subscription Agreements and instruments of payment to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Where; and
(b) where, pursuant to Dealer’s the internal supervisory proceduresprocedures of the Participating Broker-Dealer, final internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), Subscription Agreements and instruments of payment will be transmitted by the end Participating Broker-Dealer to the Final Review Office by noon of the next business day following receipt by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”)Participating Broker-Dealer. The Final Review Office will in turn, turn by the end noon of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company.
6.3 Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, the Participating Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Company. The Participating Broker-Dealer shall furnish to the Company, with each delivery of Subscription Agreements and instruments of payment, a list of the purchasers showing the name, address, date of birth, tax identification number, state of residence and dollar amount of Primary Shares purchased.
Appears in 2 contracts
Sources: Dealer Manager Agreement (RREEF Property Trust, Inc.), Dealer Manager Agreement (RREEF Property Trust, Inc.)
Submission of Orders. Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription agreement (“Subscription Agreement Agreement”) in the form attached as an Appendix to the Prospectus and to deliver to Participating Dealer such completed and executed Subscription Agreement Agreement, together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of payment”) in the initial amount of $15.00 per share, or such personother purchase price per share that the Company’s purchaseBoard of Directors may establish from time to time (subject to available discounts based upon the volume of shares purchased and for certain categories of purchasers, which must be at least the minimum purchase amount set forth as specified in the Prospectus). Those persons who There shall be a minimum initial purchase Shares will be instructed by Dealer to make their instruments any one purchaser of payment payable to $5,000 in shares (except as otherwise indicated in the Prospectus, or for the benefit of “Nuveen Global Cities REIT, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received by any letter or memorandum from the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy Minimum subsequent purchases of the Prospectusshares shall be $100 per transaction. If Dealer receives a Any Subscription Agreement or and instrument of payment not conforming to the foregoing instructions, Dealer instructions shall return such Subscription Agreement and instrument of payment directly be returned to such subscriber not later than the end of the next second business day following its receiptreceipt by Participating Dealer of such materials. Subscription Agreements and instruments of payment received by the Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to Participating Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted then, by the end noon of the next business day following receipt by Participating Dealer, Participating Dealer for deposit will transmit the Subscription Agreements and instrument of payment to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Where; and
(b) where, pursuant to Participating Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), then Subscription Agreements and instruments of payment will be transmitted by Participating Dealer to the end Final Review Office by noon of the next business day following receipt by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”)Participating Dealer. The Final Review Office will in turn, by the end noon of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments instrument of payment for deposit to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company.
(c) Participating Dealer understands that the Company and/or the Dealer Manager reserves the unconditional right to reject any order for any or no reason.
(d) Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, the Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Company or to such other account agent as directed by the Company.
Appears in 2 contracts
Sources: Dealer Manager Agreement (Steadfast Apartment REIT, Inc.), Dealer Manager Agreement (Steadfast Apartment REIT, Inc.)
Submission of Orders. Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a Subscription Agreement an eligibility form provided by the Company to the Distributor and each Participating Dealer for use in connection with the Offering (the “Eligibility Form”) and to deliver to Dealer the Distributor or Participating Dealer, as the case may be (the “Processing Broker-Dealer”), such completed and executed Subscription Agreement Eligibility Form together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of payment”) payable to “NorthEnd Income Property Trust Inc.” in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by Dealer to make their instruments of payment payable to or for the benefit of “Nuveen Global Cities REIT, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day of the month (unless waived by the Dealer Manager) will be executed at the price per share calculated at the end of such business day in accordance with the procedures described in the Prospectus. Purchase orders placed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share calculated at the end of the next business day in accordance with the procedures described in the Prospectus. A purchaser will be contractually obligated to purchase Primary Shares in the aggregate dollar amount of the purchaser’s order as of the first close of business on the date the order is received by the Company but will have the right to rescind the sale if the purchaser or the purchaser’s financial advisor notifies the Company or the Distributor in writing of the cancellation of such order prior to the close of business on the fifth business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of order is received by the ProspectusCompany. In accordance with state securities regulations, orders will not be executed before the fifth business day following the date the order is received by the Company. If the Processing Broker-Dealer receives a Subscription Agreement an Eligibility Form or instrument of payment not conforming to the foregoing instructions, the Processing Broker-Dealer shall return such Subscription Agreement Eligibility Form and instrument of payment directly to such subscriber purchaser not later than the end of the next second business day following its receiptreceipt by the Processing Broker-Dealer. Subscription Agreements Eligibility Forms and instruments of payment received by the Processing Broker-Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to Dealer’s the internal supervisory proceduresprocedures of the Processing Broker-Dealer, internal supervisory review is conducted at the same location at which Subscription Agreements Eligibility Forms and instruments of payment are received from subscriberspurchasers, Subscription Agreements and instruments of payment will be transmitted then, by the end noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer for deposit will transmit the Eligibility Forms and instruments of payment to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Where; and
(b) where, pursuant to Dealer’s the internal supervisory proceduresprocedures of the Processing Broker-Dealer, final internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), Subscription Agreements Eligibility Forms and instruments of payment will be transmitted by the end Processing Broker-Dealer to the Final Review Office by noon of the next business day following receipt by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”)Processing Broker-Dealer. The Final Review Office will in turn, turn by the end noon of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements Eligibility Forms and instruments of payment for deposit to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver an Eligibility Form and instrument of payment for such account directly to the Company. The Processing Broker-Dealer shall furnish to the Company with each delivery of Eligibility Forms and instruments of payment a list of the purchasers showing the name, address, tax identification number, state of residence and dollar amount of Primary Shares purchased.
Appears in 2 contracts
Sources: Distribution Agreement (NorthEnd Income Property Trust Inc.), Distribution Agreement (NorthEnd Income Property Trust Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares Bonds will be instructed by the Dealer to make their instruments of payment payable to or for transfer the benefit of “Nuveen Global Cities REIT, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior Amount to the last business day of Escrow Account held by UMB Bank, the month (unless waived by the Escrow Agent. Any Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If Dealer receives receiving a Subscription Agreement or instrument of payment Amount not conforming to the foregoing instructions, Dealer instructions shall return such Subscription Agreement and instrument of payment Amount directly to such subscriber Subscriber not later than the end noon of the next business day following its receipt. Subscription Agreements and instruments of payment Amounts received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section Article II. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which the Subscription Agreements and instruments of payment Subscription Amounts are received from subscribersSubscribers, the Subscription Agreements and instruments of payment Amounts will be transmitted by the end noon of the next business day following receipt by the Dealer to the Escrow Agent for deposit to directly with the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the CompanyEscrow Agent. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment Amounts will be transmitted by the end noon of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, turn transmit by the end 5:00 pm of the next business day following receipt at a different location by the Final Review Office, transmit Office such Subscription Agreements and instruments of payment Amounts to the Escrow Agent for deposit to directly with the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the CompanyEscrow Agent.
Appears in 2 contracts
Sources: Participating Dealer Agreement (GK Investment Property Holdings II LLC), Participating Dealer Agreement (GK Investment Property Holdings II LLC)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount Except as set forth in the Prospectus. Those below, those persons who purchase Shares shall be instructed by the Dealer to make their checks payable to or wire transfer directed to “UMB Bank, N.A., as Escrow Agent for Rodin Global Property Trust, Inc.” After the Company meets the Minimum Offering requirement of $2,000,000, subscribers will be instructed by the Dealer to make their instruments of payment checks payable to or to send wire transfers for the benefit account of “Nuveen Rodin Global Cities REITProperty Trust, Inc.” Purchase orders which include Any Dealer receiving a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If Dealer receives a Subscription Agreement or instrument of payment check not conforming to the foregoing instructions, Dealer instructions shall return such Subscription Agreement and instrument of payment check directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments of payment Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: . Where, pursuant to a Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements subscription documents and instruments of payment checks are initially received from subscribers, Subscription Agreements and instruments of payment checks will be transmitted by the end of the next business day following receipt of the subscription documents and the check by the Dealer for deposit to the escrow agent or, after the Minimum Offering has been achieved, to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Where, pursuant to a Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), Subscription Agreements subscription documents and instruments of payment checks will be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and check by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”)Dealer. The Final Review Office will in turn, transmit such subscription documents and checks by the end of the next business day following receipt by the Final Review OfficeOffice to the escrow agent or, transmit such Subscription Agreements and instruments of payment for deposit after the Minimum Offering has been achieved, to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. The Dealer agrees to be bound by the terms of the Escrow Agreement executed as of , 2016, by UMB Bank, N.A., as Escrow Agent, the Dealer Manager and the Company. Dealers shall deliver checks and completed subscription documents required to be sent to the escrow agent pursuant to this Section II via overnight courier to UMB Bank, N.A., as Escrow Agent for Rodin Global Property Trust, Inc., Attention: [●].
Appears in 2 contracts
Sources: Selected Dealer Agreement (Rodin Global Property Trust, Inc.), Selected Dealer Agreement (Rodin Global Property Trust, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer to make their instruments of payment checks payable to or "________________________, as Escrow Agent for the benefit of “Nuveen Global Cities REIT▇▇▇▇▇ Real Estate Investment Trust, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received " where appropriate, or directly to ▇▇▇▇▇ Real Estate Investment Trust, Inc after the Minimum Offering has been achieved. Dealer hereby agrees to be bound by the Company at least five (5) business days prior to the last business day terms of the month (unless waived by the Dealer Manager) will be Escrow Agreement executed as of ______________, 200__, by ________________, as escrow agent, the first business day of Dealer Manager and the next month (based on the prior month’s transaction price)Company. Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives Any Dealer receiving a copy of the Prospectus. If Dealer receives a Subscription Agreement or instrument of payment check not conforming to the foregoing instructions, Dealer instructions shall return such Subscription Agreement and instrument of payment check directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments of payment Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section Article II. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the Dealer’s 's internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements subscription documents and instruments of payment checks are received from subscribers, Subscription Agreements and instruments of payment checks will be transmitted by the end of the next business day following receipt by the Dealer for deposit to the Company for deposit with an escrow agent, where appropriate, or its agent as set forth in for deposit directly with the Subscription Agreement or as otherwise directed by Company after the CompanyMinimum Offering has been achieved. Where, pursuant to the Dealer’s 's internal supervisory procedures, final and internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “"Final Review Office”"). The Final Review Office will in turn, turn transmit by the end of the next business day following receipt at a different location by the Final Review Office, transmit Office such Subscription Agreements and instruments of payment for deposit checks to the Company for deposit with an escrow agent, where appropriate, or its agent as set forth in for deposit directly with the Subscription Agreement or as otherwise directed by Company after the CompanyMinimum Offering has been achieved.
Appears in 1 contract
Sources: Dealer Manager Agreement (Hines Real Estate Investment Trust Inc)
Submission of Orders. Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription agreement (“Subscription Agreement Agreement”) in the form attached as an Appendix to the Prospectus and to deliver to Participating Dealer such completed and executed Subscription Agreement Agreement, together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase$10.00 per Share, which must be at least subject to discounts based upon the minimum purchase amount set forth volume of shares purchased and for certain categories of purchasers as described in the Prospectus. Those persons who There shall be a minimum initial purchase by any one purchaser of $4,000 of Primary Shares will be instructed by Dealer to make their instruments of payment payable to (except as otherwise indicated in the Prospectus, or for the benefit of “Nuveen Global Cities REIT, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received by any letter or memorandum from the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy Minimum subsequent purchases of the ProspectusPrimary Shares shall be $100 per transaction. If Dealer receives a Any Subscription Agreement or and instrument of payment not conforming to the foregoing instructions, Dealer instructions shall return such Subscription Agreement and instrument of payment directly be returned to such subscriber not later than the end of the next second business day following its receiptreceipt by Participating Dealer of such materials. Subscription Agreements and instruments of payment received by the Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to Participating Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted then, by the end noon of the next business day following receipt by Participating Dealer, Participating Dealer will transmit the Subscription Agreements and instrument of payment to the Escrow Agent (as defined below) or, after the Company has received and accepted subscriptions for deposit at least $2,000,000 in Primary Shares (the “Minimum Offering”), to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Where; and
(b) where, pursuant to Participating Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), then Subscription Agreements and instruments of payment will be transmitted by Participating Dealer to the end Final Review Office by noon of the next business day following receipt by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”)Participating Dealer. The Final Review Office will in turn, by the end noon of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments instrument of payment for deposit to the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company.
(c) Participating Dealer understands that the Company and/or the Dealer Manager reserves the unconditional right to reject any order for any or no reason.
(d) Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, the Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Escrow Agent. The Participating Dealer shall furnish to the Escrow Agent with each delivery of instruments of payment a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Primary Shares subscribed for, and the amount of money paid.
(e) Participating Dealer hereby agrees to be bound by the terms of the Amended and Restated Escrow Agreement, dated October 24, 2012 (the “Escrow Agreement”), by and between UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Company.
Appears in 1 contract
Sources: Participating Dealer Agreement (NorthStar Healthcare Income, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares Units will be instructed by the Dealer to make their instruments of payment checks payable to “ , as Escrow Agent for W▇▇▇▇ Real Estate Fund XIV, L.P.” where appropriate, or for to the benefit of “Nuveen Global Cities REIT, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received Partnership after the Minimum Offering has been achieved. Dealer hereby agrees to be bound by the Company at least five (5) business days prior to the last business day terms of the month (unless waived by the Dealer Manager) will be Escrow Agreement executed as of , 2003 by , as escrow agent, the first business day of Dealer Manager and the next month (based on the prior month’s transaction price)Partnership. Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives Any Dealer receiving a copy of the Prospectus. If Dealer receives a Subscription Agreement or instrument of payment check not conforming to the foregoing instructions, Dealer instructions shall return such Subscription Agreement and instrument of payment check directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments of payment Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section Article II. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements subscription documents and instruments of payment checks are received from subscribers, Subscription Agreements checks will be transmitted in care of the Dealer Manager by the end of the next business day following receipt by the Dealer for deposit to an escrow agent, where appropriate, or to the Partnership after the Minimum Offering has been achieved. Where, pursuant to the Dealer’s internal supervisory procedures, final and instruments of payment internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by Dealer for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Where, pursuant to Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, turn by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment checks for deposit to an escrow agent, where appropriate, or to the Company or its agent as set forth in Partnership after the Subscription Agreement or as otherwise directed by the CompanyMinimum Offering has been achieved.
Appears in 1 contract
Sources: Dealer Manager Agreement (Wells Real Estate Fund Xiv Lp)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer Manager or the Dealer to make their instruments of payment checks payable to or for the benefit of “Nuveen Global Cities REITProspect Floating Rate and Alternative Income Fund, Inc.” Purchase orders which include Any Dealer receiving a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If Dealer receives a Subscription Agreement or instrument of payment check not conforming to the foregoing instructions, Dealer this instruction shall return such Subscription Agreement and instrument of payment check directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments of payment Checks received by the Dealer which conform to the foregoing instructions this instruction shall be transmitted by overnight mail to the Company for deposit pursuant along with a completed application, using the form provided by the Company. The Dealer Manager may authorize the Dealer if the Dealer is a “$250,000 broker-dealer” to one instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer. In such case, the Dealer will collect the proceeds of the methods described in this Section IIsubscriber’s checks and issue a check for the aggregate amount of the subscription proceeds made payable to “Prospect Floating Rate and Alternative Income Fund, Inc.” Checks of rejected subscribers will be promptly returned to such subscribers. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements the subscription and instruments checks for purchase of payment Shares are initially received by Dealer from subscribers, Subscription Agreements Dealer shall transmit the subscription and instruments check for the purchase of payment Shares will be transmitted by the end of the next business day following receipt by the Dealer for deposit of the check and subscription to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by for deposit directly with the Company. Where, pursuant to the Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), Subscription Agreements Dealer shall transmit the subscription and instruments checks for the purchase of payment will be transmitted Shares and subscription to the Final Review Office by the end of the next business day following ▇▇▇▇▇▇’s receipt by Dealer to of the office subscription and check for the purchase of Dealer conducting such final internal supervisory review (the “Final Review Office”)Shares. The Final Review Office will in turnwill, by the end of the next business day following its receipt by of the Final Review Officesubscription and check for the purchase of Shares, transmit such Subscription Agreements forward both the subscription and instruments check for the purchase of payment for deposit Shares to the Company for deposit directly with the Company. If requested by the Company or its agent as set forth in the Subscription Agreement Dealer Manager, the Dealer shall obtain from subscribers for the Shares other documentation reasonably deemed by the Company or the Dealer Manager to be required under applicable law or as otherwise directed by may be necessary to reflect the Companypolicies of the Company or the Dealer Manager. Such documentation may include, without limitation, subscribers’ written acknowledgement and agreement to the privacy policies of the Company or the Dealer Manager.
Appears in 1 contract
Sources: Dealer Manager Agreement (Prospect Floating Rate & Alternative Income Fund, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to the Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer to make their instruments of payment payable to or for the benefit of the escrow agent described in the Prospectus and Subscription Agreement for any Offering in which there is a minimum offering contingency described in the Prospectus (the “Minimum Offering”) that has not yet been satisfied. If no such Minimum Offering is applicable or has already been satisfied in accordance with the Prospectus, then those persons who purchase Shares will be instructed by the Dealer to make their instruments of payment payable to or for the benefit of “Nuveen Global Cities REITBlackstone Real Estate Income Trust, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last business first calendar day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after If the date on which the subscriber receives a copy of the Prospectus. If Dealer receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Dealer shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments of payment received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer for deposit to the escrow agent described in the Prospectus and Subscription Agreement for any Offering in which a Minimum Offering is applicable and has not yet been satisfied. If no such Minimum Offering is applicable or has been satisfied in accordance with the Prospectus, then Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Where, pursuant to the Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the escrow agent described in the Prospectus and Subscription Agreement for any Offering in which a Minimum Offering is applicable and has not yet been satisfied. If no such Minimum Offering is applicable or has been satisfied in accordance with the Prospectus, then the Final Review Office will, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company.
Appears in 1 contract
Sources: Selected Dealer Agreement (Blackstone Real Estate Income Trust, Inc.)
Submission of Orders. Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription eligibility form provided by the Company to the Dealer Manager and each Participating Broker-Dealer for use in connection with the Offering (the “Subscription Agreement Eligibility Form”) and to deliver to Participating Broker-Dealer such completed and executed Subscription Agreement Eligibility Form together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those Until such time as the Company has received and accepted subscriptions for the Minimum Offering and released the proceeds from such subscriptions from the Escrow Account, those persons who purchase Primary Shares will be instructed by Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “Nuveen Global Cities REITBNY Mellon Instrument Servicing (US) Inc., as Escrow Agent for Clarion Property Trust Inc.” Thereafter, those persons who purchase Primary Shares will be instructed by Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “Clarion Property Trust Inc.” Purchase orders which include a completed received and executed Subscription Agreement in good order and instruments of payment received processed by the Company at least five (5) business days prior to the last close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day of the month (unless waived by the Dealer Manager) will be executed as at the price per share for the class of shares being purchased calculated at the first end of such business day of plus, for Class A shares only, applicable selling commissions in accordance with the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of procedures described in the Prospectus. If Dealer receives Purchase orders received and processed after the close of business on any business day, or on a Subscription Agreement or instrument day that is not a business day, will be executed at the price per share for the class of payment not conforming to the foregoing instructions, Dealer shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than shares being purchased calculated at the end of the next business day following its receipt. Subscription Agreements and instruments of payment received by Dealer which conform to the foregoing instructions shall be transmitted plus, for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made Class A shares only, applicable selling commissions in accordance with the following procedures: Where, pursuant to Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Dealer for deposit to the Company or its agent as set forth procedures described in the Subscription Agreement or as otherwise directed by the Company. Where, pursuant to Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the CompanyProspectus.
Appears in 1 contract
Sources: Participating Broker Dealer Agreement (Clarion Property Trust Inc.)
Submission of Orders. Each person desiring to purchase Shares 31.1 The Dealer Manager will require in the Offering its agreements with each Selling Group Member that each Selling Group Member will be required to complete and execute a Subscription Agreement and to deliver to Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those instruct those persons who purchase Shares will be instructed by Dealer to make their instruments of payment checks payable to or for the benefit of “Nuveen Global Cities REIT, Inc.” Purchase orders which include a completed Company. The Dealer Manager and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) each Selling Group Member will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber return any check it receives a copy of the Prospectus. If Dealer receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, Dealer shall return such Subscription Agreement and instrument of payment instructions directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments of payment Checks received by the Dealer which Manager or Selling Group Member that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: methods:
31.2 Where, pursuant to Dealerthe Selling Group Member’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements subscription documents and instruments of payment checks are received from subscribers, Subscription Agreements and instruments of payment checks will be transmitted by the end of the next business day following receipt by Dealer the Selling Group Member for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company. agent.
31.3 Where, pursuant to Dealerthe Selling Group Member’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment checks will be transmitted by the end of the next business day following receipt by Dealer the Selling Group Member to the office of Dealer the Selling Group Member conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, turn by the end of the next business day following receipt by the Final Review Office, Office transmit such Subscription Agreements and instruments of payment checks for deposit to the Company or its agent agent.
31.4 Where the Dealer Manager receives investor proceeds, checks will be transmitted by the end of the next business day following receipt by the Dealer Manager for deposit to the Company or its agent. If the foregoing correctly sets forth the understanding between the Dealer Manager, the Company and the Advisor, please so indicate in the space provided below for that purpose, and return one of the signed copies of this letter agreement to the Company whereupon this letter agreement shall constitute a binding agreement among us. Very truly yours, COTTONWOOD COMMUNITIES, INC., a Maryland corporation By: AGREED AND ACCEPTED: ORCHARD SECURITIES, LLC, a Utah limited liability company By: Its: Commission checks to be sent to: Name: Orchard Securities, LLC Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ CC ADVISORS III, LLC, a Delaware limited liability company By: , 20 Ladies and Gentlemen: The undersigned, Orchard Securities, LLC, a Utah limited liability company (the “Dealer Manager”), has entered into an agreement (the “Dealer Manager Agreement”) with Cottonwood Communities, Inc., a Maryland corporation (the “Company”) and CC Advisor III, LLC, a Delaware limited liability company (the “Advisor”) for the sale to the public (the “Offering”) of up to $750,000,000 in Class A shares and Class T shares of common stock (the “Shares”) of the Company pursuant to a primary offering (the “Primary Offering”) and the Company’s distribution reinvestment plan (“DRP”), pursuant to which the Dealer Manager has agreed to use its best efforts to form and manage, as the Dealer Manager, a group of securities dealers (the “Selling Group Members”) for the purpose of soliciting offers for the purchase of the Shares. The Dealer Manager Agreement is attached as Exhibit A. Terms used but not otherwise defined in this Soliciting Dealer Agreement (this “Agreement”) have the same meanings as set forth in the Subscription Dealer Manager Agreement. The Shares will be offered at the prices and upon the terms set forth in the Prospectus (as amended and supplemented from time to time). You are invited to become a Selling Group Member and by your confirmation hereof you agree to act in such capacity and to use your best efforts, in accordance with the following terms and conditions, to find qualified investors (the “Investors”) for the Shares. By your acceptance of this Agreement, you will become one of the Selling Group Members and will be entitled to and subject to the indemnification and contribution provisions contained in the Dealer Manager Agreement, including the provisions of the Dealer Manager Agreement or as otherwise directed by wherein the Selling Group Members severally agree to indemnify and hold harmless the Company, the Advisor and the Dealer Manager for certain actions.
Appears in 1 contract
Sources: Dealer Manager Agreement (Cottonwood Communities, Inc.)
Submission of Orders. Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription agreement (“Subscription Agreement Agreement”) in the form attached as an Appendix to the Prospectus and to deliver to Participating Dealer such completed and executed Subscription Agreement Agreement, together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase$10.00 per Share, which must be at least subject to discounts based upon the minimum purchase amount set forth volume of shares purchased and for certain categories of purchasers as described in the Prospectus. Those persons who There shall be a minimum initial purchase by any one purchaser of $4,000 of Primary Shares will be instructed by Dealer to make their instruments of payment payable to (except as otherwise indicated in the Prospectus, or for the benefit of “Nuveen Global Cities REIT, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received by any letter or memorandum from the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy Minimum subsequent purchases of the ProspectusPrimary Shares shall be $100 per transaction. If Dealer receives a Any Subscription Agreement or and instrument of payment not conforming to the foregoing instructions, Dealer instructions shall return such Subscription Agreement and instrument of payment directly be returned to such subscriber not later than the end of the next second business day following its receiptreceipt by Participating Dealer of such materials. Subscription Agreements and instruments of payment received by the Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to Participating Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted then, by the end noon of the next business day following receipt by Participating Dealer, Participating Dealer will transmit the Subscription Agreements and instrument of payment to the Escrow Agent (as defined below) or, after the Company has received and accepted subscriptions for deposit at least $2,000,000 in Primary Shares (the “Minimum Offering”), to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Where; and
(b) where, pursuant to Participating Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), then Subscription Agreements and instruments of payment will be transmitted by Participating Dealer to the end Final Review Office by noon of the next business day following receipt by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”)Participating Dealer. The Final Review Office will in turn, by the end noon of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments instrument of payment for deposit to the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company.
(c) Participating Dealer understands that the Company and/or the Dealer Manager reserves the unconditional right to reject any order for any or no reason.
(d) Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, the Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Escrow Agent. The Participating Dealer shall furnish to the Escrow Agent with each delivery of instruments of payment a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Primary Shares subscribed for, and the amount of money paid.
(e) Participating Dealer hereby agrees to be bound by the terms of the Amended and Restated Escrow Agreement, dated July 31, 2012 (the “Escrow Agreement”), by and between UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Company.
Appears in 1 contract
Sources: Dealer Manager Agreement (NorthStar Healthcare Income, Inc.)
Submission of Orders. Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Appendix to the Prospectus and to deliver to Participating Dealer such completed and executed Subscription Agreement Agreement, together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of paymentSubscription Payment”) in the amount of $10.00 per Share, or such person’s purchase, which must be at least discounted purchase price per Share that may apply based upon the minimum purchase amount set forth volume of Primary Shares purchased pursuant to the schedule of discounts and procedures specified in the Prospectus. Those persons who There shall be a minimum initial purchase Shares will be instructed by Dealer to make their instruments any one purchaser of payment payable to 300 Primary Shares, (except as otherwise indicated in the Prospectus, or for the benefit of “Nuveen Global Cities REIT, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received by any letter or memorandum from the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If Dealer receives a Any Subscription Agreement or instrument of payment and Subscription Payment not conforming to the foregoing instructions, Dealer instructions shall return such Subscription Agreement and instrument of payment directly be returned to such subscriber not later than the end of the next second business day following its receiptreceipt by Participating Dealer of such materials. Subscription Agreements and instruments of payment Subscription Payments received by the Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to Participating Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment Subscription Payments are received from subscribers, Subscription Agreements and instruments of payment will be transmitted then, by the end of the next business day following receipt by Participating Dealer, Participating Dealer for deposit will transmit the Subscription Agreements and Subscription Payments to the Company or its agent Escrow Agent (as set forth in the Subscription Agreement or as otherwise directed by the Company. Wheredefined below); and
(b) where, pursuant to Participating Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, location (the “Final Review Office”); Subscription Agreements and instruments of payment Subscription Payments will be transmitted by Participating Dealer to the Final Review Office by the end of the next business day following receipt by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”)Participating Dealer. The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit Subscription Payments to the Escrow Agent. Participating Dealer understands that the Company reserves the unconditional right to reject any order for any or its agent as set forth in no reason. Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, the Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement or and Subscription Payment for such account directly to the Escrow Agent. The Participating Dealer shall furnish to the Escrow Agent with each delivery of Subscription Payments a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Primary Shares subscribed for, and the amount of money paid. Participating Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated (the “Escrow Agreement”), by and among ▇▇▇▇▇ Fargo Bank, National Association, as otherwise directed by escrow agent (the “Escrow Agent”), and the Company.
Appears in 1 contract
Sources: Participating Dealer Agreement (Paladin Realty Income Properties Inc)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. 12.1 Those persons who purchase Shares will be instructed by the Dealer Manager or the Dealer to make their instruments of payment checks payable to or for the benefit of “Nuveen Global Cities REIT"Wells Fargo Bank Iowa, Behringer Harvard REIT I, Inc.” Purchase orders which include " The Dealer Mana▇▇▇ ▇nd any Dealer receiving a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If Dealer receives a Subscription Agreement or instrument of payment check not conforming to the foregoing instructions, Dealer instructions shall return such Subscription Agreement and instrument of payment check directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments of payment Checks received by the Dealer Manager or Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II12. Transmittal of received investor funds will be made in accordance with the following procedures: Where. The Dealer Manager may authorize certain Dealers which are "$250,000 broker-dealers" to instruct their customers to make their checks for Shares subscribed for payable directly to the Dealer. In such case, pursuant the Dealer will collect the proceeds of the subscribers' checks and issue a check for the aggregate amount of the subscription proceeds made payable to Dealer’s the order of the escrow agent.
12.2 If a Dealer conducts its internal supervisory proceduresprocedures at the location where subscription documents and checks are initially received, the Dealer shall forward (i) the subscription documents to the Dealer Manager and (ii) the checks to the escrow agent by noon of the next business day following receipt of the subscription documents and the check.
12.3 If a Dealer's internal supervisory review is conducted procedures are to be performed at a different location (the same location at which Subscription Agreements "Final Review Office"), the subscription documents and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will check must be transmitted to the Final Review Office by the end of the next business day following receipt by Dealer for deposit to of the Company or its agent as set forth in the Subscription Agreement or as otherwise directed subscription documents and check by the CompanyDealer. WhereThe Final Review Office will, pursuant to Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Dealer of the subscription documents and check, forward both the subscription documents and check to the office Dealer Manager as processing broker-dealer in order that the Dealer Manager may complete its review of the documentation and process the subscription documents and check.
12.4 Any check received by the Dealer conducting such final internal supervisory review (Manager directly or as processing broker-dealer from the “Final Review Office”). The Final Review Office will Dealers will, in turnall cases, be forwarded to the escrow agent as soon as practicable, but in any event by the end of the next second business day following receipt by the Final Review Office, transmit Dealer Manager of the subscription documents and check. Checks of rejected subscribers will be promptly returned to such Subscription Agreements and instruments of payment for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed subscribers.
12.5 If requested by the Company, the Dealer Manager shall obtain, and shall cause the Dealers to obtain, from subscribers for the Shares other documentation reasonably deemed by the Company to be required under applicable law or as may be necessary to reflect the policies of the Company. Such documentation may include, without limitation, subscriber written acknowledgement and agreement to the privacy policies of the Company.
Appears in 1 contract
Sources: Dealer Manager Agreement (Behringer Harvard Reit I Inc)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”a) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer Manager or the Dealer to make their instruments of payment checks payable to or for the benefit of “Nuveen Global Cities REIT, Dividend Capital Trust Inc.” Purchase orders which include The Dealer Manager and any Dealer receiving a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If Dealer receives a Subscription Agreement or instrument of payment check not conforming to the foregoing instructions, Dealer instructions shall return such Subscription Agreement and instrument of payment check directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments of payment Checks received by the Dealer Manager or Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II12. Transmittal of received investor funds will be made in accordance with the following procedures: .
(b) Where, pursuant to a Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements subscription documents and instruments of payment checks are received from subscribers, Subscription Agreements and instruments of payment checks will be transmitted in care of the Dealer Manager by the end of the next business day following receipt by the Dealer for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Dividend Capital Trust, Inc.
(c) Where, pursuant to a Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment checks will be transmitted by the end of the next business day following receipt by the Dealer to at the office of the Dealer conducting such final internal supervisory review (the “Final Review OfficeOffices”). The Final Review Office will in turn, turn by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments checks in care of payment the Dealer Manager for deposit to by the Company or its escrow agent as set forth appointed for the Offering.
(d) Where the Dealer Manager is involved in the Subscription Agreement or as otherwise directed distribution process, checks will be transmitted by the CompanyDealer Manager for deposit by the escrow agent appointed for the Offering as soon as practicable, but in any event by the end of the second business day following receipt by the Dealer Manager. Checks of rejected subscribers will be promptly returned to such subscribers.
Appears in 1 contract
Sources: Dealer Manager Agreement (Dividend Capital Trust Inc)
Submission of Orders. Each person desiring to 31.1 The Dealer Manager will require in its agreements with each Selling Group Member that each Selling Group Member will instruct those persons who purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Dealer such completed and executed Subscription Agreement together with a check make their checks or wire transfer transfers (“instrument instruments of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by Dealer to make their instruments of payment payable to or for the benefit of “Nuveen Global Cities REIT, Inc.” Purchase orders which include a completed Company. The Dealer Manager and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) each Selling Group Member will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If Dealer receives a Subscription Agreement or return any instrument of payment it receives not conforming to the foregoing instructions, Dealer shall return such Subscription Agreement and instrument of payment instructions directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments Instruments of payment received by the Dealer which Manager or Selling Group Member that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: methods:
31.2 Where, pursuant to Dealerthe Selling Group Member’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements subscription documents and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Dealer the Selling Group Member for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company. agent.
31.3 Where, pursuant to Dealerthe Selling Group Member’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Dealer the Selling Group Member to the office of Dealer the Selling Group Member conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, turn by the end of the next business day following receipt by the Final Review Office, Office transmit such Subscription Agreements and instruments of payment for deposit to the Company or its agent agent.
31.4 Where the Dealer Manager receives investor proceeds, instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer Manager for deposit to the Company or its agent. If the foregoing correctly sets forth the understanding between the Dealer Manager, the Company and the Advisor, please so indicate in the space provided below for that purpose, and return one of the signed copies of this letter agreement to the Company whereupon this letter agreement shall constitute a binding agreement among us. Very truly yours, COTTONWOOD COMMUNITIES, INC., a Maryland corporation By: AGREED AND ACCEPTED: ORCHARD SECURITIES, LLC, a Utah limited liability company By: Its: Commission checks to be sent to: Name: Orchard Securities, LLC Address: ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ Agreed solely pursuant to Section 7.10 and Section 23 hereto CC ADVISORS III, LLC, a Delaware limited liability company By: Registration Statement on Form S-11, Registration No. 333-215272 , 20 Ladies and Gentlemen: The undersigned, Orchard Securities, LLC, a Utah limited liability company (the “Dealer Manager”), has entered into the Third Amended and Restated Dealer Manager Agreement (the “Dealer Manager Agreement”) with Cottonwood Communities, Inc., a Maryland corporation (the “Company”) and CC Advisor III, LLC, a Delaware limited liability company (the “Advisor”) for the sale to the public of shares of common stock, $0.01 par value per share (the “Common Stock”) of the Company, pursuant to which the Dealer Manager has agreed to use its best efforts to form and manage, as the Dealer Manager, a group of securities dealers (the “Selling Group Members”) for the purpose of soliciting offers for the purchase of the Shares (defined below). The Dealer Manager Agreement is attached as Exhibit A. Terms used but not otherwise defined in this Soliciting Dealer Agreement (this “Agreement”) have the same meanings as set forth in the Subscription Dealer Manager Agreement. As described in the Dealer Manager Agreement, the Company has filed one or more registration statements with the SEC that are listed on Schedule 1 to the Dealer Manager Agreement or as otherwise directed by (each, a “Registration Statement”), which Schedule 1 may be amended from time to time with the written consent of the Company and the Dealer Manager. Any new Registration Statement will be added to Schedule 1 upon its initial effectiveness with the SEC. Each Registration Statement shall register an ongoing offering (each, an “Offering”) of Common Stock, which may consist of Class T, Class D and/or Class I shares of Common Stock in the primary portion of the Offering (the “Primary Offering”) and Class T, Class D, Class I, Class A and Class TX shares of Common Stock pursuant to the Company’s distribution reinvestment plan (the “DRP”). The Class T shares, Class D shares, Class I shares, Class A shares and Class TX shares are collectively referred to herein as the “Shares”. Notwithstanding the foregoing, if any new Registration Statement is added to Schedule 1 to the Dealer Manager Agreement, the Dealer Manager will give the Selling Group Member written notice of such addition. Schedule 1 to the Dealer Manager Agreement may be amended from time to time with the written consent of the Company and the Dealer Manager. However, the addition or removal of Registration Statements from Schedule 1 to the Dealer Manager Agreement shall only apply prospectively and shall not affect the respective agreements, representations and warranties of the Company, the Dealer Manager and the Selling Group Member prior to such amendments to Schedule 1 to the Dealer Manager Agreement. It is possible that more than one Registration Statement may be listed on Schedule 1 during times of transition from one Registration Statement to another, during which time offers or sales may be made pursuant to either Registration Statement. In such event, the Dealer Manager shall (a) communicate to the Selling Group Member details about the transition from one Registration Statement to the next, including when sales may be made pursuant to the most recent Registration Statement and when sales will cease pursuant to the older Registration Statement and (b) provide the Selling Group Member with sufficient copies of the appropriate Prospectus and other offering materials in order to continue to make offers and sales throughout such transition period.
Appears in 1 contract
Sources: Dealer Manager Agreement (Cottonwood Communities, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchasea. Initially, which must be at least the minimum purchase amount set forth in the Prospectus. Those those persons who purchase Shares will be instructed by the Dealer Manager or the Dealer to make their instruments of payment checks payable to or “W▇▇▇▇ Fargo Bank, N.A., as escrow agent for the benefit of “Nuveen Global Cities REITREITPlus, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received by After the Company at least five (5) business days prior to meets the last business day of the month (unless waived Minimum Offering Requirement, those persons who purchase Shares will be instructed by the Dealer Manager) will be executed as of Manager or the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives Dealer to make their checks payable to “REITPlus, Inc.” The Dealer Manager and any Dealer receiving a copy of the Prospectus. If Dealer receives a Subscription Agreement or instrument of payment check not conforming to the foregoing instructions, Dealer instructions shall return such Subscription Agreement and instrument of payment check directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments of payment Checks received by the Dealer Manager or Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II13. Transmittal of received investor funds will be made in accordance with the following procedures: .
b. Where, pursuant to a Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements subscription documents and instruments of payment checks are received from subscribers, Subscription Agreements and instruments of payment checks will be transmitted in care of the Dealer Manager by the end of the next business day following receipt by the Dealer for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company. REITPlus, Inc.
c. Where, pursuant to a Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment checks will be transmitted by the end of the next business day following receipt by the Dealer to at the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments checks in care of payment the Dealer Manager for deposit to REITPlus, Inc.
d. Where the Company or its agent as set forth Dealer Manager is involved in the Subscription Agreement or as otherwise directed distribution process, checks will be transmitted by the CompanyDealer Manager for deposit to REITPlus, Inc. as soon as practicable, but in any event by the end of the second business day following receipt by the Dealer Manager. Checks of rejected subscribers will be promptly returned to such subscribers.
Appears in 1 contract
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer to make their instruments of payment checks payable to or an escrow agent for the benefit of “Nuveen Global Cities REIT, Inc.” Purchase orders which include Company. Any Dealer receiving a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If Dealer receives a Subscription Agreement or instrument of payment check not conforming to the foregoing instructions, Dealer instructions shall return such Subscription Agreement and instrument of payment check directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments of payment Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section Article II. The Dealer Manager may authorize Dealer if Dealer is a "$250,000 broker-dealer" to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds of the subscriber's checks and issue a check made payable to the order of the escrow agent for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to a Dealer’s 's internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements subscription documents and instruments of payment checks are received from subscribers, Subscription Agreements and instruments of payment checks will be transmitted in care of the Dealer Manager by the end of the next business day following receipt by the Dealer for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Companyescrow agent. Where, pursuant to a Dealer’s 's internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “"Final Review Office”Offices"). The Final Review Office will in turn, turn by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments checks in care of payment the Dealer Manager for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Companyescrow agent.
Appears in 1 contract
Sources: Dealer Manager Agreement (Behringer Harvard Real Estate Investment Trust I Inc)
Submission of Orders. Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription agreement (“Subscription Agreement Agreement”) in the form attached as an Appendix to the Prospectus and to deliver to Participating Dealer such completed and executed Subscription Agreement Agreement, together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase$10.00 per Share, which must be at least subject to discounts based upon the minimum purchase amount set forth volume of shares purchased and for certain categories of purchasers as described in the Prospectus. Those persons who There shall be a minimum initial purchase by any one purchaser of $4,000 of Primary Shares will be instructed by Dealer to make their instruments of payment payable to (except as otherwise indicated in the Prospectus, or for the benefit of “Nuveen Global Cities REIT, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received by any letter or memorandum from the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy Minimum subsequent purchases of the ProspectusPrimary Shares shall be $100 per transaction. If Dealer receives a Any Subscription Agreement or and instrument of payment not conforming to the foregoing instructions, Dealer instructions shall return such Subscription Agreement and instrument of payment directly be returned to such subscriber not later than the end of the next second business day following its receiptreceipt by Participating Dealer of such materials. Subscription Agreements and instruments of payment received by the Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to Participating Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted then, by the end noon of the next business day following receipt by Participating Dealer, Participating Dealer for deposit will transmit the Subscription Agreements and instrument of payment to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Where; and
(b) where, pursuant to Participating Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), then Subscription Agreements and instruments of payment will be transmitted by Participating Dealer to the end Final Review Office by noon of the next business day following receipt by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”)Participating Dealer. The Final Review Office will in turn, by the end noon of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments instrument of payment for deposit to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company.
(c) Participating Dealer understands that the Company and/or the Dealer Manager reserves the unconditional right to reject any order for any or no reason.
(d) Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, the Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Company. The Participating Dealer shall furnish to the Company with each delivery of instruments of payment a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Primary Shares subscribed for, and the amount of money paid.
Appears in 1 contract
Sources: Dealer Manager Agreement (NorthStar Healthcare Income, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares Units will be instructed by the Dealer to make their instruments of payment checks payable to "NationsBank, N.A., as Escrow Agent for ▇▇▇▇▇ Real Estate Fund XII, L.P." where appropriate, or for to the benefit of “Nuveen Global Cities REIT, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received Partnership after the Minimum Offering has been achieved. Dealer hereby agrees to be bound by the Company at least five (5) business days prior to the last business day terms of the month (unless waived by the Dealer Manager) will be Escrow Agreement executed as of February 15, 1999 by NationsBank, N.A., as escrow agent, the first business day of Dealer Manager and the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives Partnership, a copy of the Prospectuswhich is enclosed. If Any Dealer receives receiving a Subscription Agreement or instrument of payment check not conforming to the foregoing instructions, Dealer instructions shall return such Subscription Agreement and instrument of payment check directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments of payment Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section Article II. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the Dealer’s 's internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements subscription documents and instruments of payment checks are received from subscribers, Subscription Agreements checks will be transmitted in care of the Dealer Manager by the end of the next business day following receipt by the Dealer for deposit to an escrow agent, where appropriate, or to the Partnership after the Minimum Offering has been achieved. Where, pursuant to the Dealer's internal supervisory procedures, final and instruments of payment internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by Dealer for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Where, pursuant to Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Dealer to the office of the Dealer conducting such final internal supervisory review (the “"Final Review Office”"). The Final Review Office will in turn, turn by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment checks for deposit to an escrow agent, where appropriate, or to the Company or its agent as set forth in Partnership after the Subscription Agreement or as otherwise directed by the CompanyMinimum Offering has been achieved.
Appears in 1 contract
Sources: Dealer Manager Distribution Agreement (Wells Real Estate Fd Xii L P & Wells Real Estate Fd Xiii Lp)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to the Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer to make their instruments of payment payable to or for the benefit of “Nuveen Global Cities Pacific Oak Strategic Opportunity REIT, Inc.” Purchase orders which include (i) instruments of payment received by the Company at least two (2) business days prior to the first calendar day of the month and (ii) a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last business first calendar day of the month (unless waived by the Dealer Manager) will be executed as of the first business calendar day of the next month (based on the prior month’s transaction priceprice per share of the applicable share). Subscribers may Any redemption requests must be made in accordance with the applicable procedures described in the Company’s offering document, the Company’s Share Redemption Program and applicable law, rules and regulations. The parties acknowledge and agree that a redemption request is not submit an initial purchase order until at least five (5) business days after received in “good order” unless the date on which redemption request and all required documentation is complete and received by the subscriber receives a copy of Company’s transfer agent by the Prospectusapplicable redemption request deadline described in the Company’s offering document or otherwise specified by the Company in writing. If the Dealer receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Dealer shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments of payment received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Where, pursuant to the Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company.
Appears in 1 contract
Sources: Dealer Manager Agreement (Pacific Oak Strategic Opportunity REIT, Inc.)
Submission of Orders. Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription agreement (“Subscription Agreement Agreement”) in the form attached as an Appendix to the Prospectus and to deliver to Participating Dealer such completed and executed Subscription Agreement Agreement, together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase$10.00 per Share, which must be at least subject to discounts based upon the minimum purchase amount set forth volume of shares purchased and for certain categories of purchasers as described in the Prospectus. Those persons who There shall be a minimum initial purchase by any one purchaser of $4,000 of Primary Shares will be instructed by Dealer to make their instruments of payment payable to (except as otherwise indicated in the Prospectus, or for the benefit of “Nuveen Global Cities REIT, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received by any letter or memorandum from the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy Minimum subsequent purchases of the ProspectusPrimary Shares shall be $100 per transaction. If Dealer receives a Any Subscription Agreement or and instrument of payment not conforming to the foregoing instructions, Dealer instructions shall return such Subscription Agreement and instrument of payment directly be returned to such subscriber not later than the end of the next second business day following its receiptreceipt by Participating Dealer of such materials. Subscription Agreements and instruments of payment received by the Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to Participating Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted then, by the end noon of the next business day following receipt by Participating Dealer, Participating Dealer will transmit the Subscription Agreements and instrument of payment to the Escrow Agent (as defined below) or, after the Company has received and accepted subscriptions for deposit at least $2,000,000 in Primary Shares (the “Minimum Offering”), to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Where; and
(b) where, pursuant to Participating Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), then Subscription Agreements and instruments of payment will be transmitted by Participating Dealer to the end Final Review Office by noon of the next business day following receipt by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”)Participating Dealer. The Final Review Office will in turn, by the end noon of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments instrument of payment for deposit to the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company.
(c) Participating Dealer understands that the Company and/or the Dealer Manager reserves the unconditional right to reject any order for any or no reason.
(d) Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, the Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Escrow Agent. The Participating Dealer shall furnish to the Escrow Agent with each delivery of instruments of payment a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Primary Shares subscribed for, and the amount of money paid.
(e) Participating Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated , 2012 (the “Escrow Agreement”), by and among UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Company.
Appears in 1 contract
Sources: Dealer Manager Agreement (NorthStar Healthcare Income Trust, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount Except as set forth in the Prospectus. Those below, those persons who purchase Shares shall be instructed by the Dealer to make their checks payable to or wire transfer directed to “[•], as Escrow Agent for Rodin Global Access Property Trust, Inc.” After the Company meets the Minimum Offering requirement of $2,000,000, subscribers will be instructed by the Dealer to make their instruments of payment checks payable to or to send wire transfers for the benefit account of “Nuveen Rodin Global Cities REITAccess Property Trust, Inc.” Purchase orders which include Any Dealer receiving a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If Dealer receives a Subscription Agreement or instrument of payment check not conforming to the foregoing instructions, Dealer instructions shall return such Subscription Agreement and instrument of payment check directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments of payment Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: . Where, pursuant to a Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements subscription documents and instruments of payment checks are initially received from subscribers, Subscription Agreements and instruments of payment checks will be transmitted by the end of the next business day following receipt of the subscription documents and the check by the Dealer for deposit to the escrow agent or, after the Minimum Offering has been achieved, to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Where, pursuant to a Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), Subscription Agreements subscription documents and instruments of payment checks will be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and check by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”)Dealer. The Final Review Office will in turn, transmit such subscription documents and checks by the end of the next business day following receipt by the Final Review OfficeOffice to the escrow agent or, transmit such Subscription Agreements and instruments of payment for deposit after the Minimum Offering has been achieved, to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Dealer agrees to be bound by the terms of the Escrow Agreement executed as of , 2016, by [•], as Escrow Agent, the Dealer Manager and the Company. Dealers shall deliver checks and completed subscription documents required to be sent to the escrow agent pursuant to this Section II via overnight courier to [●], as Escrow Agent for Rodin Global Access Property Trust, Inc., Attention: [●].
Appears in 1 contract
Sources: Selected Dealer Agreement (Rodin Global Access Property Trust, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a subscription agreement (“Subscription Agreement Agreement”) in the form attached as an Appendix to the Prospectus and to deliver to Participating Dealer such completed and executed Subscription Agreement Agreement, together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth then-current offering price per Share as described in the Prospectus. Those persons who There shall be a minimum initial purchase Shares will be instructed by Dealer any one purchaser of $4,000 (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Trust to make their instruments of payment payable to or for the benefit of “Nuveen Global Cities REIT, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy Minimum subsequent purchases of the ProspectusShares shall be $500 per transaction. If Dealer receives a Any Subscription Agreement or and instrument of payment not conforming to the foregoing instructions, Dealer instructions shall return such Subscription Agreement and instrument of payment directly be returned to such subscriber not later than the end of the next business day following its receiptreceipt by Participating Dealer of such materials. Subscription Agreements and instruments of payment received by the Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to Participating Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted then, by the end noon of the next business day following receipt by Participating Dealer, Participating Dealer for deposit will transmit the Subscription Agreements and instrument of payment to the Company Trust or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. WhereTrust; and
(b) where, pursuant to Participating Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), then Subscription Agreements and instruments of payment will be transmitted by Participating Dealer to the end Final Review Office by noon of the next business day following receipt by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”)Participating Dealer. The Final Review Office will in turn, by the end noon of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instrument of payment to the Trust or to such other account or agent as directed by the Trust.
(c) Participating Dealer understands that the Trust and/or the Dealer Manager reserves the unconditional right to reject any order for any or no reason.
(d) Notwithstanding the foregoing, with respect to any Shares to be purchased by a custodial account, the Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Trust. The Participating Dealer shall furnish to the Trust with each delivery of instruments of payment for deposit to a list of the Company or its agent as set forth in subscribers showing the Subscription Agreement or as otherwise directed by name, address, tax identification number, state of residence, amount of Shares subscribed for, and the Companyamount of money paid.
Appears in 1 contract
Sources: Participating Dealer Agreement (NorthStar Real Estate Capital Income Fund-T)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer to make their instruments of payment checks payable to or for the benefit of “Nuveen Global Cities REIT, Inc.Behringer Harvard.” Purchase orders which include Any Dealer receiving a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If Dealer receives a Subscription Agreement or instrument of payment check not conforming to the foregoing instructions, Dealer instructions shall return such Subscription Agreement and instrument of payment check directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments of payment Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section Article II. The Dealer Manager may authorize Dealer if Dealer is a “$250,000 broker-dealer” to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds of the subscriber’s checks and issue a check made payable to “Behringer Harvard.” for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to Dealer’s :
(a) If the Dealer conducts its internal supervisory proceduresprocedures at the location where subscription documents and checks are initially received, the Dealer shall forward (i) the subscription documents to the Dealer Manager and (ii) the checks to the Dealer Manager by noon of the next business day following receipt of the subscription documents and the check.
(b) If the internal supervisory review is conducted procedures are to be performed at a different location (the same location at which Subscription Agreements “Final Review Office”), the subscription documents and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will check must be transmitted to the Final Review Office by the end of the next business day following receipt by Dealer for deposit to of the Company or its agent as set forth in the Subscription Agreement or as otherwise directed subscription documents and check by the CompanyDealer. WhereThe Final Review Office will, pursuant to Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Dealer of the subscription documents and check, forward both the subscription documents and check to the office of Dealer conducting such final internal supervisory Manager as processing broker-dealer in order that the Dealer Manager may complete its review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt documentation and process the subscription documents and check. If requested by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Company or its agent as set forth in the Subscription Agreement Dealer Manager, the Dealer shall obtain from subscribers for the Shares, other documentation reasonably deemed by the Company or the Dealer Manager to be required under applicable law or as otherwise directed by may be necessary to reflect the Companypolicies of the Company or the Dealer Manager. Such documentation may include, without limitation, subscribers’ written acknowledgement and agreement to the privacy policies of the Company or the Dealer Manager.
Appears in 1 contract
Sources: Dealer Manager Agreement (Behringer Harvard Reit I Inc)
Submission of Orders. Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription agreement (“Subscription Agreement Agreement”) in the form attached as an Appendix to the Prospectus and to deliver to Participating Dealer such completed and executed Subscription Agreement Agreement, together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase$10.00 per Share, which must be at least subject to discounts based upon the minimum purchase amount set forth volume of shares purchased and for certain categories of purchasers as described in the Prospectus. Those persons who There shall be a minimum initial purchase by any one purchaser of $4,000 of Primary Shares will be instructed by Dealer to make their instruments of payment payable to (except as otherwise indicated in the Prospectus, or for the benefit of “Nuveen Global Cities REIT, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received by any letter or memorandum from the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy Minimum subsequent purchases of the ProspectusPrimary Shares shall be $100 per transaction. If Dealer receives a Any Subscription Agreement or and instrument of payment not conforming to the foregoing instructions, Dealer instructions shall return such Subscription Agreement and instrument of payment directly be returned to such subscriber not later than the end of the next second business day following its receiptreceipt by Participating Dealer of such materials. Subscription Agreements and instruments of payment received by the Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to Participating Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted then, by the end noon of the next business day following receipt by Participating Dealer, Participating Dealer will transmit the Subscription Agreements and instrument of payment to the Escrow Agent (as defined below) or, after the Company has received and accepted subscriptions for deposit at least $2,000,000 in Primary Shares (the “Minimum Offering”), to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Where; and
(b) where, pursuant to Participating Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), then Subscription Agreements and instruments of payment will be transmitted by Participating Dealer to the end Final Review Office by noon of the next business day following receipt by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”)Participating Dealer. The Final Review Office will in turn, by the end noon of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments instrument of payment for deposit to the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company.
(c) Participating Dealer understands that the Company and/or the Dealer Manager reserves the unconditional right to reject any order for any or no reason.
(d) Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, the Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Escrow Agent. The Participating Dealer shall furnish to the Escrow Agent with each delivery of instruments of payment a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Primary Shares subscribed for, and the amount of money paid.
(e) Participating Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated , 2012 (the “Escrow Agreement”), by and among ▇▇▇▇▇ Fargo Bank, N.A., as escrow agent (the “Escrow Agent”), and the Company.
Appears in 1 contract
Sources: Dealer Manager Agreement (NorthStar Senior Care Trust, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement subscription eligibility form provided by the Company to each Dealer for use in connection with the Offering (the “Eligibility Form”) and to deliver to the Dealer such completed and executed Subscription Agreement Eligibility Form together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer to make their instruments of payment payable to or for the benefit of “Nuveen Global Cities REIT, Ares Real Estate Income Trust Inc.” Purchase orders which include a completed and executed Subscription Agreement Eligibility Form in good order and instruments of payment received by the Company at least five (5) business days prior to the last business first calendar day of the month (unless waived by the Dealer Manager) will be executed as of the first business calendar day of the next month (based on the prior month’s transaction priceprice per share of the applicable share). Subscribers may not submit an initial purchase order until at least five (5) business days after If the date on which the subscriber receives a copy of the Prospectus. If Dealer receives a Subscription Agreement an Eligibility Form or instrument of payment not conforming to the foregoing instructions, the Dealer shall return such Subscription Agreement Eligibility Form and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements Eligibility Forms and instruments of payment received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the Dealer’s 's internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements Eligibility Forms and instruments of payment are received from subscribers, Subscription Agreements Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer for deposit to the Company or its agent Ares Real Estate Income Trust Inc. as set forth in the Subscription Agreement Eligibility Form or as otherwise directed by the Company. Where, pursuant to the Dealer’s 's internal supervisory procedures, final and internal supervisory review is conducted at a different location, Subscription Agreements Eligibility Forms and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements Eligibility Forms and instruments of payment for deposit to the Company or its agent Ares Real Estate Income Trust Inc. as set forth in the Subscription Agreement Eligibility Form or as otherwise directed by the Company.
Appears in 1 contract
Sources: Dealer Manager Agreement (Ares Real Estate Income Trust Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to the Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer to make their instruments of payment payable to or for the benefit of “Nuveen Global Cities REITBlackstone Real Estate Income Trust, Inc.” Purchase orders which include (i) instruments of payment received by the Company at least two (2) business days prior to the first calendar day of the month and (ii) a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last business first calendar day of the month (unless waived by the Dealer Manager) will be executed as of the first business calendar day of the next month (based on the prior month’s transaction priceprice per share of the applicable share). Subscribers may Any repurchase requests must be made in accordance with the applicable procedures described in the Company’s offering document, the Company’s Share Repurchase Plan, and applicable law, rules and regulations. The parties acknowledge and agree that a repurchase request is not submit an initial purchase order until at least five (5) business days after received in “good order’’ unless the date on which repurchase request and all required documentation is complete and received by the subscriber receives a copy of Company’s transfer agent by the Prospectusapplicable repurchase request deadline described in the Company’s offering document or otherwise specified by the Company in writing. If the Dealer receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Dealer shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments of payment received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Where, pursuant to the Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company.
Appears in 1 contract
Sources: Dealer Manager Agreement (Blackstone Real Estate Income Trust, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares Units will be instructed by the Dealer to make their instruments of payment checks payable to NationsBank, N.A., as Escrow Agent for ▇▇▇▇▇ Real Estate Fund XII [XIII]," where appropriate, or for to the benefit of “Nuveen Global Cities REIT, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received Partnership after the Minimum Offering has been achieved. Dealer hereby agrees to be bound by the Company at least five (5) business days prior to the last business day terms of the month (unless waived by the Dealer Manager) will be Escrow Agreement executed as of _______________, 1998 by NationsBank, N.A., as escrow agent, the first business day of Dealer Manager and the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives Partnership, a copy of the Prospectuswhich is enclosed. If Any Dealer receives receiving a Subscription Agreement or instrument of payment check not conforming to the foregoing instructions, Dealer instructions shall return such Subscription Agreement and instrument of payment check directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments of payment Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section Article II. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to the Dealer’s 's internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements subscription documents and instruments of payment checks are received from subscribers, Subscription Agreements checks will be transmitted in care of the Dealer Manager by the end of the next business day following receipt by the Dealer for deposit to an escrow agent, where appropriate, or to the Partnership after the Minimum Offering has been achieved. Where, pursuant to the Dealer's internal supervisory procedures, final and instruments of payment internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by Dealer for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Where, pursuant to Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Dealer to the office of the Dealer conducting such final internal supervisory review (the “"Final Review Office”"). The Final Review Office will in turn, turn by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment checks for deposit to an escrow agent, where appropriate, or to the Company or its agent as set forth in Partnership after the Subscription Agreement or as otherwise directed by the CompanyMinimum Offering has been achieved.
Appears in 1 contract
Sources: Dealer Manager Distribution Agreement (Wells Real Estate Fd Xii L P & Wells Real Estate Fd Xiii Lp)
Submission of Orders. Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription agreement (“Subscription Agreement Agreement”) in the form attached as an Appendix to the Prospectus and to deliver to Participating Dealer such completed and executed Subscription Agreement Agreement, together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase$10.00 per Share, which must be at least the minimum purchase amount set forth subject to discounts for certain categories of purchasers as described in the Prospectus. Those persons who There shall be a minimum initial purchase by any one purchaser of $2,500 of Primary Shares will be instructed by Dealer to make their instruments of payment payable to (except as otherwise indicated in the Prospectus, or for the benefit of “Nuveen Global Cities REIT, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received by any letter or memorandum from the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If Dealer receives a Any Subscription Agreement or and instrument of payment not conforming to the foregoing instructions, Dealer instructions shall return such Subscription Agreement and instrument of payment directly be returned to such subscriber not later than the end of the next second business day following its receiptreceipt by Participating Dealer of such materials. Subscription Agreements and instruments of payment received by the Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to Participating Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted then, by the end noon of the next business day following receipt by Participating Dealer, Participating Dealer will transmit the Subscription Agreements and instrument of payment to the Escrow Agent (as defined below) or, after the Company has received and accepted subscriptions for deposit at least $2,500,000 in Primary Shares (the “Minimum Offering”), to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Where; and
(b) where, pursuant to Participating Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), then Subscription Agreements and instruments of payment will be transmitted by Participating Dealer to the end Final Review Office by noon of the next business day following receipt by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”)Participating Dealer. The Final Review Office will in turn, by the end noon of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments instrument of payment for deposit to the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company.
(c) Participating Dealer understands that the Company and/or the Dealer Manager reserves the unconditional right to reject any order for any or no reason.
(d) Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, the Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Escrow Agent. The Participating Dealer shall furnish to the Escrow Agent with each delivery of instruments of payment a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Primary Shares subscribed for, and the amount of money paid.
(e) Participating Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated October , 2010 (the “Escrow Agreement”), by and among UMB Bank, N.A., a national banking association, as escrow agent (the “Escrow Agent”), and the Company.
Appears in 1 contract
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Dealer the Broker such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by Dealer the Broker to make their instruments of payment payable to or for the benefit of “Nuveen Global Cities REIT, Inc.Blackstone Private Credit Fund.” Purchase orders which include a completed and executed Subscription Agreement in good order and (i) instruments of payment received by the Company at least five (5) business days prior to the last first calendar day of the month and (ii) a completed and executed Subscription Agreement in good order received by the Company at least five (5) business days prior to the first calendar day of the month (unless waived by the Dealer Intermediary Manager) will be executed as of the first business calendar day of the next month (based on the prior NAV per share as determined as of the previous day, being the last day of the preceding month’s transaction price). Subscribers may Any tender offer requests must be made in accordance with the applicable procedures described in the Company’s Registration Statement, the Company’s Share Repurchase Program described in the Registration Statement (the “Plan”), and applicable law, rules and regulations. The parties acknowledge and agree that a tender offer is not submit an initial purchase order until at least five (5) business days after received in “good order” unless the date on which tender offer and all required documentation is complete and received by the subscriber receives a copy of Company’s transfer agent by the Prospectusapplicable tender offer deadline described in the Company’s tender offer documents or otherwise specified by the Company in writing. If Dealer the Broker receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, Dealer the Broker shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments of payment received by Dealer the Broker which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: :
(i) Where, pursuant to Dealerthe Broker’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Dealer the Broker for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company. .
(ii) Where, pursuant to Dealerthe Broker’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Dealer the Broker to the office of Dealer the Broker conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company.
Appears in 1 contract
Sources: Intermediary Manager Agreement (Blackstone Private Credit Fund)
Submission of Orders. Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a Subscription Agreement in the form attached as an Appendix to the Prospectus and to deliver to Participating Dealer such completed and executed Subscription Agreement Agreement, together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of payment”) in the amount of $10.00 per Share, or such person’s purchase, which must be at least discounted purchase price per Share that may apply based upon the minimum purchase amount set forth available discounts specified in the Prospectus. Those persons who There shall be a minimum initial purchase Shares will be instructed by Dealer to make their instruments any one purchaser of payment payable to or for the benefit of “Nuveen Global Cities REIT, Inc.” Purchase orders which include a completed and executed 200 Primary Shares. Any Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If Dealer receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, Dealer instructions shall return such Subscription Agreement and instrument of payment directly be returned to such subscriber not later than the end of the next second business day following its receiptreceipt by Participating Dealer of such materials. Subscription Agreements and instruments of payment received by the Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to Participating Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted then, by the end noon of the next business day following receipt by Participating Dealer, Participating Dealer for deposit will transmit the Subscription Agreements and instrument of payment to the Escrow Agent (as defined below) or, after the Minimum Offering (as defined below) has been obtained, to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Where; and
(b) where, pursuant to Participating Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, location (the “Final Review Office”); then Subscription Agreements and instruments of payment will be transmitted by Participating Dealer to the end Final Review Office by noon of the next business day following receipt by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”)Participating Dealer. The Final Review Office will in turn, by the end noon of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments instrument of payment for deposit to the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Participating Dealer understands that the Company reserves the unconditional right to reject any order for any or no reason. Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, the Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Escrow Agent. The Participating Dealer shall furnish to the Escrow Agent with each delivery of instruments of payment a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Primary Shares subscribed for, and the amount of money paid. Participating Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated [___], 2010 (the “Escrow Agreement”), by and among Bank of America, as escrow agent (the “Escrow Agent”), and the Company.
Appears in 1 contract
Sources: Dealer Manager Agreement (Green Realty Trust, Inc.)
Submission of Orders. Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription eligibility form provided by the Company to the Dealer Manager and each Participating Broker-Dealer for use in connection with the Offering (the “Subscription Agreement Eligibility Form”) and to deliver to Participating Broker-Dealer such completed and executed Subscription Agreement Eligibility Form together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those Until such time as the Company has received and accepted subscriptions for the Minimum Offering and released the proceeds from such subscriptions from the Escrow Account, those persons who purchase Primary Shares will be instructed by Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “Nuveen Global Cities REITBNY Mellon Investment Servicing (US) Inc., as Escrow Agent for Clarion Property Trust Inc.” Thereafter, those persons who purchase Primary Shares will be instructed by Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “Clarion Property Trust Inc.” Purchase orders which include a completed received and executed Subscription Agreement in good order and instruments of payment received processed by the Company at least five (5) business days prior to the last close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day of the month (unless waived by the Dealer Manager) will be executed as at the price per share for the class of shares being purchased calculated at the first end of such business day of plus, for Class A shares only, applicable selling commissions in accordance with the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of procedures described in the Prospectus. If Dealer receives Purchase orders received and processed after the close of business on any business day, or on a Subscription Agreement or instrument day that is not a business day, will be executed at the price per share for the class of payment not conforming to the foregoing instructions, Dealer shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than shares being purchased calculated at the end of the next business day following its receipt. Subscription Agreements and instruments of payment received by Dealer which conform to the foregoing instructions shall be transmitted plus, for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made Class A shares only, applicable selling commissions in accordance with the following procedures: Where, pursuant to Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Dealer for deposit to the Company or its agent as set forth procedures described in the Subscription Agreement or as otherwise directed by the Company. Where, pursuant to Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the CompanyProspectus.
Appears in 1 contract
Sources: Participating Broker Dealer Agreement (Clarion Partners Property Trust Inc.)
Submission of Orders. Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a Subscription Agreement an eligibility form provided by the Company or the Distributor for use in connection with the Offering (the “Eligibility Form”) and to deliver to Participating Dealer such completed and executed Subscription Agreement Eligibility Form together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of payment”) payable to “NorthEnd Income Property Trust Inc.” in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by Dealer to make their instruments of payment payable to or for the benefit of “Nuveen Global Cities REIT, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day of the month (unless waived by the Dealer Manager) will be executed at the price per share calculated at the end of such business day plus applicable selling commissions in accordance with the procedures described in the Prospectus. Purchase orders placed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share calculated at the end of the next business day plus applicable selling commissions in accordance with the procedures described in the Prospectus. A purchaser will be contractually obligated to purchase Primary Shares in the aggregate dollar amount of the purchaser’s order as of the first close of business day on the date the order is received by the Company, but will have the right to rescind the sale if the purchaser or the purchaser’s financial advisor notifies the Company or the Distributor in writing of the next month (based cancellation of such order prior to the close of business on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days fifth day after the date on which the subscriber receives a copy of order is received by the ProspectusCompany. In accordance with state securities regulations, orders will not be executed before the fifth business day following the date the order is received by the Company. If Participating Dealer receives a Subscription Agreement an Eligibility Form or instrument of payment not conforming to the foregoing instructions, Participating Dealer shall return such Subscription Agreement Eligibility Form and instrument of payment directly to such subscriber purchaser not later than the end of the next second business day following its receiptreceipt by the Processing Broker-Dealer. Subscription Agreements Eligibility Forms and instruments of payment received by Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to Participating Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements Eligibility Forms and instruments of payment are received from subscriberspurchasers, Subscription Agreements and instruments of payment will be transmitted then, by the end noon of the next business day following receipt by Participating Dealer, Participating Dealer for deposit will transmit the Eligibility Forms and instruments of payment to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Where; and
(b) where, pursuant to Participating Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), Subscription Agreements then Eligibility Forms and instruments of payment will be transmitted by Participating Dealer to the end Final Review Office by noon of the next business day following receipt by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”)Participating Dealer. The Final Review Office will in turn, by the end noon of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements Eligibility Forms and instruments of payment for deposit to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Participating Dealer understands that the Company reserves the unconditional right to reject any order for any or no reason. Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, Participating Dealer shall cause the custodian of such account to deliver an instrument of payment for such account directly to the Company. Participating Dealer shall furnish to the Company with each delivery of instruments of payment a list of the purchasers showing the name, address, tax identification number, state of residence and dollar amount of Primary Shares to be purchased.
Appears in 1 contract
Sources: Participating Dealer Agreement (NorthEnd Income Property Trust Inc.)
Submission of Orders. Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription agreement (“Subscription Agreement Agreement”) in the form attached as an Appendix to the Prospectus and to deliver to Participating Dealer such completed and executed Subscription Agreement Agreement, together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase$10.00 per Share, which must be at least subject to discounts based upon the minimum purchase amount set forth volume of shares purchased and for certain categories of purchasers as described in the Prospectus. Those persons who There shall be a minimum initial purchase by any one purchaser of $4,000 of Primary Shares will be instructed by Dealer to make their instruments of payment payable to (except as otherwise indicated in the Prospectus, or for the benefit of “Nuveen Global Cities REIT, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received by any letter or memorandum from the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy Minimum subsequent purchases of the ProspectusPrimary Shares shall be $100 per transaction. If Dealer receives a Any Subscription Agreement or and instrument of payment not conforming to the foregoing instructions, Dealer instructions shall return such Subscription Agreement and instrument of payment directly be returned to such subscriber not later than the end of the next second business day following its receiptreceipt by Participating Dealer of such materials. Subscription Agreements and instruments of payment received by the Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to Participating Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted then, by the end noon of the next business day following receipt by Participating Dealer, Participating Dealer will transmit the Subscription Agreements and instrument of payment to the Escrow Agent (as defined below) or, after the Company has received and accepted subscriptions for deposit at least $2,000,000 in Primary Shares (the “Minimum Offering”), to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Where; and
(b) where, pursuant to Participating Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), then Subscription Agreements and instruments of payment will be transmitted by Participating Dealer to the end Final Review Office by noon of the next business day following receipt by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”)Participating Dealer. The Final Review Office will in turn, by the end noon of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments instrument of payment for deposit to the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company.
(c) Participating Dealer understands that the Company and/or the Dealer Manager reserves the unconditional right to reject any order for any or no reason.
(d) Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, the Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Escrow Agent. The Participating Dealer shall furnish to the Escrow Agent with each delivery of instruments of payment a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Primary Shares subscribed for, and the amount of money paid.
(e) Participating Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated , 2009 (the “Escrow Agreement”), by and among , as escrow agent (the “Escrow Agent”), and the Company.
Appears in 1 contract
Sources: Dealer Manager Agreement (NorthStar Real Estate Income Trust, Inc.)
Submission of Orders. Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription agreement provided by the Company to the Dealer Manager and each Participating Broker-Dealer for use in connection with the Offering (the “Subscription Agreement Agreement”) and to deliver to Participating Broker-Dealer such completed and executed Subscription Agreement together with a check check, draft, wire or wire transfer money (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the ProspectusProspectus (or in any letter or memorandum from the Company to the Dealer Manager). Those persons Persons who purchase Primary Shares will be instructed by Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “Nuveen Global Cities Procaccianti Hotel REIT, Inc.” Purchase orders which include a In accordance with state securities regulations, no sale of Primary Shares shall be completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the final Prospectus. If Participating Broker-Dealer receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, Participating Broker-Dealer shall return such Subscription Agreement and instrument of payment directly to such subscriber purchaser not later than the end of the next second business day following its receiptreceipt by Participating Broker-Dealer. Subscription Agreements and instruments of payment received by Participating Broker-Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to Participating Broker-Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscriberspurchasers, Subscription Agreements and instruments of payment will be transmitted then, by the end noon of the next business day following receipt by Participating Broker-Dealer, Participating Broker-Dealer for deposit will transmit the Subscription Agreements and instruments of payment to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Where; and
(b) where, pursuant to Participating Broker-Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), then Subscription Agreements and instruments of payment will be transmitted by Participating Broker-Dealer to the end Final Review Office by noon of the next business day following receipt by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”)Participating Broker-Dealer. The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, turn transmit such Subscription Agreements and instruments of payment for deposit to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Participating Broker-Dealer understands that the Company and the Dealer Manager each reserves the unconditional right to reject any subscription for any or no reason. Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, Participating Broker-Dealer shall cause the custodian of such account to deliver a Subscription Agreement and an instrument of payment for such account directly to the Company. Participating Broker-Dealer shall furnish to the Company, as applicable, with each delivery of Subscription Agreements and instruments of payment a list of the purchasers showing the name, address, tax identification number, state of residence and dollar amount of Primary Shares to be purchased.
Appears in 1 contract
Sources: Participating Broker Dealer Agreement (Procaccianti Hotel Reit, Inc.)
Submission of Orders. Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription agreement (“Subscription Agreement Agreement”) in the form attached as an Appendix to the Prospectus and to deliver to Participating Dealer such completed and executed Subscription Agreement Agreement, together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of payment”) in the amount of $10.00 per share, or such person’s purchase, which must be at least discounted purchase price per Share that may apply based upon the minimum purchase amount set forth available discounts specified in the Prospectus. Those persons who There shall be a minimum initial purchase Shares will be instructed by Dealer to make their instruments any one purchaser of payment payable to or for the benefit of “Nuveen Global Cities REIT, Inc.” Purchase orders which include a completed and executed $1,000 in Primary Shares. Any Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If Dealer receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, Dealer instructions shall return such Subscription Agreement and instrument of payment directly be returned to such subscriber not later than the end of the next second business day following its receiptreceipt by Participating Dealer of such materials. Subscription Agreements and instruments of payment received by the Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to Participating Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted then, by the end of the next business day following receipt by Participating Dealer, Participating Dealer will transmit the Subscription Agreements and instrument of payment to the Escrow Agent (as defined below) or, after the Company has received and accepted subscriptions for deposit at least $2,000,000 in Primary Shares (the “Minimum Offering”), to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Where; and
(b) where, pursuant to Participating Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), then Subscription Agreements and instruments of payment will be transmitted by Participating Dealer to the Final Review Office by the end of the next business day following receipt by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”)Participating Dealer. The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments instrument of payment for deposit to the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company.
(c) Participating Dealer understands that the Company and/or the Dealer Manager reserves the unconditional right to reject any order for any or no reason.
(d) Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, the Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Escrow Agent. The Participating Dealer shall furnish to the Escrow Agent with each delivery of instruments of payment a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Primary Shares subscribed for, and the amount of money paid.
(e) Participating Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated October 17, 2008 (the “Escrow Agreement”), by and among ▇▇▇▇▇ Fargo Bank, NA, as escrow agent (the “Escrow Agent”), and the Company.
Appears in 1 contract
Sources: Dealer Manager Agreement (TNP Strategic Retail Trust, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. 12.1 Those persons who purchase Shares will be instructed by the Dealer Manager or the Dealer to make their instruments of payment checks payable to or for the benefit of “Nuveen Global Cities REIT, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior pursuant to the last business day of escrow instructions contained in the month (unless waived by the Escrow Agreement. The Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives Manager and any Dealer receiving a copy of the Prospectus. If Dealer receives a Subscription Agreement or instrument of payment check not conforming to the foregoing instructions, Dealer instructions shall return such Subscription Agreement and instrument of payment check directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments of payment Checks received by the Dealer Manager or Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II12. Transmittal of received investor funds will be made in accordance with the following procedures: Where. The Dealer Manager may authorize certain Dealers which are "$250,000 broker-dealers" to instruct their customers to make their checks for Shares subscribed for payable directly to the Dealer. In such case, pursuant the Dealer will collect the proceeds of the subscribers' checks and issue a check for the aggregate amount of the subscription proceeds made payable to Dealer’s the order of the escrow agent.
12.2 If a Dealer conducts its internal supervisory proceduresprocedures at the location where subscription documents and checks are initially received, the Dealer shall forward (i) the subscription documents to the Dealer Manager and (ii) the checks to the escrow agent by noon of the next business day following receipt of the subscription documents and the check.
12.3 If a Dealer's internal supervisory review is conducted procedures are to be performed at a different location (the same location at which Subscription Agreements "Final Review Office"), the subscription documents and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will check must be transmitted to the Final Review Office by the end of the next business day following receipt by Dealer for deposit to of the Company or its agent as set forth in the Subscription Agreement or as otherwise directed subscription documents and check by the CompanyDealer. WhereThe Final Review Office will, pursuant to Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Dealer of the subscription documents and check, forward both the subscription documents and check to the office Dealer Manager as processing broker-dealer in order that the Dealer Manager may complete its review of the documentation and process the subscription documents and check.
12.4 Any check received by the Dealer conducting such final internal supervisory review (Manager directly or as processing broker-dealer from the “Final Review Office”). The Final Review Office will Dealers will, in turnall cases, be forwarded to the escrow agent as soon as practicable, but in any event by the end of the next second business day following receipt by the Final Review Office, transmit Dealer Manager of the subscription documents and check. Checks of rejected subscribers will be promptly returned to such Subscription Agreements and instruments of payment for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed subscribers.
12.5 If requested by the Company, the Dealer Manager shall obtain, and shall cause the Dealers to obtain, from subscribers for the Shares, other documentation reasonably deemed by the Company to be required under applicable law or as may be necessary to reflect the policies of the Company. Such documentation may include, without limitation, subscribers' written acknowledgement and agreement to the privacy policies of the Company.
Appears in 1 contract
Sources: Dealer Manager Agreement (Hartman Short Term Income Properties XX, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer to make their instruments of payment checks payable to or for the benefit of “Nuveen Global Cities REIT▇▇▇▇ Credit Property Trust III, Inc.” Purchase orders which include or alternatively “CCPT III” or “▇▇▇▇.” Any Dealer receiving a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If Dealer receives a Subscription Agreement or instrument of payment check not conforming to the foregoing instructions, Dealer instructions shall return such Subscription Agreement and instrument of payment check directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments of payment Checks received by the Dealer which that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section Article II. The Dealer Manager may authorize Dealer, if Dealer is a “$250,000 broker-dealer”, to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds of the subscriber’s checks and issue a check made payable to the order of the Company for the aggregate amount of the subscription proceeds. Transmittal of received investor funds will be made in accordance with the following procedures: Where, pursuant to Dealer’s :
(a) If the Dealer conducts its internal supervisory proceduresprocedures at the location where subscription documents and checks are initially received, the Dealer shall forward (i) the subscription documents to the Dealer Manager and (ii) the checks to the Company by the end of the next business day following receipt of the subscription documents and the check.
(b) If the internal supervisory review is conducted procedures are to be performed at a different location (the same location at which Subscription Agreements “Final Review Office”), the subscription documents and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will check must be transmitted to the Final Review Office by the end of the next business day following receipt by the Dealer for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Where, pursuant to Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”)subscription documents and check. The Final Review Office will in turnwill, by the end of the next business day following receipt by the Final Review OfficeOffice of the subscription documents and check, transmit such Subscription Agreements forward both the subscription documents and instruments check to the Dealer Manager as processing broker-dealer in order that the Dealer Manager may complete its review of payment for deposit to the documentation and process the subscription documents and check. If requested by the Company or its agent as set forth in the Subscription Agreement Dealer Manager, the Dealer shall obtain from subscribers for the Shares, other documentation reasonably deemed by the Company or the Dealer Manager to be required under applicable law or as otherwise directed by may be necessary to reflect the Companypolicies of the Company or the Dealer Manager. Such documentation may include, without limitation, subscribers’ written acknowledgement and agreement to the privacy policies of the Company or the Dealer Manager.
Appears in 1 contract
Sources: Dealer Manager Agreement (Cole Credit Property Trust III, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Dealer the Broker such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will shall be instructed by Dealer the Broker to make their instruments of payment payable to or for the benefit of “Nuveen Global Cities REIT, Inc.Apollo Debt Solutions BDC.” Purchase orders which include a completed and executed Subscription Agreement in good order and (i) instruments of payment received by the Company at least five (5) business days prior to the last first calendar day of the month and (ii) a completed and executed Subscription Agreement in good order received by the Company at least five (5) business days prior to the first calendar day of the month (unless waived by the Dealer Intermediary Manager) will be executed as of the first business calendar day of the next month (based on the prior NAV per share as determined as of the previous day, being the last day of the preceding month’s transaction price). Subscribers may Any tender offer requests must be made in accordance with the applicable procedures described in the Company’s Registration Statement, the Company’s Share Repurchase Program described in the Registration Statement (the “Plan”), and applicable law, rules and regulations. The parties acknowledge and agree that a tender offer is not submit an initial purchase order until at least five (5) business days after received in “good order” unless the date on which tender offer and all required documentation is complete and received by the subscriber receives a copy of Company’s transfer agent by the Prospectusapplicable tender offer deadline described in the Company’s tender offer documents or otherwise specified by the Company in writing. If Dealer the Broker receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, Dealer the Broker shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments of payment received by Dealer the Broker which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: :
(i) Where, pursuant to Dealerthe Broker’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Dealer the Broker for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company. .
(ii) Where, pursuant to Dealerthe Broker’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Dealer the Broker to the office of Dealer the Broker conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company.
Appears in 1 contract
Sources: Intermediary Manager Agreement (Apollo Debt Solutions BDC)
Submission of Orders. Each person desiring to purchase Primary Shares in the Offering will be required to complete and execute a subscription agreement (“Subscription Agreement Agreement”) in the form attached as an Appendix to the Prospectus and to deliver to Participating Dealer such completed and executed Subscription Agreement Agreement, together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of payment”) in the amount of $27.82 per Class A Share, $26.50 per Class T Share and $25.04 per Class D or Class T Share, or such personother purchase price per Share as the Company’s purchaseBoard of Directors may establish from time to time, which must be at least and subject, for Class A and Class I Shares only, to available discounts based upon the minimum purchase amount set forth volume of shares purchased and for certain categories of purchasers, as specified in the Prospectus. Those persons who There shall be a minimum initial purchase by any one purchaser of $2,500 in Primary Shares will be instructed by Dealer to make their instruments of payment payable to (except as otherwise indicated in the Prospectus, or for the benefit of “Nuveen Global Cities REIT, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received by any letter or memorandum from the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy Minimum subsequent purchases of the ProspectusPrimary Shares shall be $500 per transaction. If Dealer receives a Any Subscription Agreement or and instrument of payment not conforming to the foregoing instructions, Dealer instructions shall return such Subscription Agreement and instrument of payment directly be returned to such subscriber not later than the end of the next second business day following its receiptreceipt by Participating Dealer of such materials. Subscription Agreements and instruments of payment received by the Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to Participating Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted then, by the end noon of the next business day following receipt by Participating Dealer, Participating Dealer for deposit will transmit the Subscription Agreements and instrument of payment to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Where; and
(b) where, pursuant to Participating Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), then Subscription Agreements and instruments of payment will be transmitted by Participating Dealer to the end Final Review Office by noon of the next business day following receipt by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”)Participating Dealer. The Final Review Office will in turn, by the end noon of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments instrument of payment for deposit to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company.
(c) Participating Dealer understands that the Company and the Dealer Manager reserve the unconditional right to reject any order for any or no reason.
(d) Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, the Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Company or to such other account agent as directed by the Company. The Participating Dealer shall furnish to the Company with each delivery of instruments of payment a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Primary Shares subscribed for, and the amount of money paid.
(e) Participating Dealer hereby agrees to be bound by the terms of the Escrow Agreement, dated January 12, 2015 (the “Escrow Agreement”), by and among UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Company.
Appears in 1 contract
Sources: Dealer Manager Agreement (Moody National REIT II, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount Except as set forth in the Prospectus. Those below, those persons who purchase Shares shall be instructed by the Dealer to make their checks payable to or wire transfer directed to “[●], as Escrow Agent for Rodin Income Trust, Inc.” After the Company meets the Minimum Offering requirement of $2,000,000, subscribers will be instructed by the Dealer to make their instruments of payment checks payable to or to send wire transfers for the benefit account of “Nuveen Global Cities REITRodin Income Trust, Inc.” Purchase orders which include Any Dealer receiving a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. If Dealer receives a Subscription Agreement or instrument of payment check not conforming to the foregoing instructions, Dealer instructions shall return such Subscription Agreement and instrument of payment check directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments of payment Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: . Where, pursuant to a Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements subscription documents and instruments of payment checks are initially received from subscribers, Subscription Agreements and instruments of payment checks will be transmitted by the end of the next business day following receipt of the subscription documents and the check by the Dealer for deposit to the escrow agent or, after the Minimum Offering has been achieved, to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Where, pursuant to a Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), Subscription Agreements subscription documents and instruments of payment checks will be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and check by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”)Dealer. The Final Review Office will in turn, transmit such subscription documents and checks by the end of the next business day following receipt by the Final Review OfficeOffice to the escrow agent or, transmit such Subscription Agreements and instruments of payment for deposit after the Minimum Offering has been achieved, to the Company or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. Dealer agrees to be bound by the terms of the Escrow Agreement executed as of , 2016, by [●], as Escrow Agent, the Dealer Manager and the Company. Dealers shall deliver checks and completed subscription documents required to be sent to the escrow agent pursuant to this Section II via overnight courier to [●], as Escrow Agent for Rodin Income Trust, Inc., Attention: [●].
Appears in 1 contract
Sources: Selected Dealer Agreement (Rodin Income Trust, Inc.)
Submission of Orders. Each person desiring Those persons who purchase Common Shares pursuant to purchase Shares in the Offering will be required to complete and execute a Subscription Agreement and to deliver to Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Those persons who purchase Shares will be instructed by the Dealer to make their instruments of payment checks payable to or U.S. Bank, Escrow Agent for Medical Hospitality Group, Inc. and such checks will be promptly deposited into the benefit of “Nuveen Global Cities REIT, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received escrow account established by the Company at least five (5) business days prior to the last business day of the month (unless waived by the Issuer and Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives Any Dealer receiving a copy of the Prospectus. If Dealer receives a Subscription Agreement or instrument of payment check not conforming to the foregoing instructions, Dealer instructions shall return such Subscription Agreement and instrument of payment check directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and instruments of payment Checks received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section Article II. The Dealer Manager may authorize Dealer if Dealer is a "$250,000 broker-dealer" to instruct its customers to make its checks for Common Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds of the subscriber's checks and issue a check made payable to the order of the escrow agent for the aggregate amount of the subscription proceeds. Transmittal of received investor funds Issuers will be made in accordance with the following procedures: Where, pursuant to Dealer’s :
(a) If a Dealer conducts its internal supervisory proceduresprocedures at the location where subscription documents and checks are initially received, the Dealer shall forward (i) the subscription documents to the Dealer Manager and (ii) the checks to the escrow agent by noon of the next business day following receipt of the subscription documents and the check.
(b) If the internal supervisory review is conducted procedures are to be performed at a different location (the same location at which Subscription Agreements "Final Review Office"), the subscription documents and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will check must be transmitted to the Final Review Office by the end of the next business day following receipt by Dealer for deposit to of the Company or its agent as set forth in the Subscription Agreement or as otherwise directed subscription documents and check by the CompanyDealer. WhereThe Final Review Office will, pursuant to Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by Dealer of the subscription documents and check, forward both the subscription documents and check to the office Dealer Manager as processing broker-dealer in order that the Dealer Manager may complete its review of Dealer conducting such final internal supervisory review (the “Final Review Office”)documentation and process the subscription documents and check. The Final Review Office will in turn, If requested by the end Issuer or the Dealer Manager, the Dealer shall obtain from subscribers for the Common Shares, other documentation reasonably deemed by the Issuer or the Dealer Manager to be required under applicable law or as may be necessary to reflect the policies of the next business day following receipt by Issuer or the Final Review OfficeDealer Manager. Such documentation may include, transmit such Subscription Agreements without limitation, subscribers' written acknowledgement and instruments of payment for deposit agreement to the Company privacy policies of the Issuer or its agent as set forth in the Subscription Agreement or as otherwise directed by the CompanyDealer Manager.
Appears in 1 contract
Submission of Orders. Each person desiring a. In order to purchase Shares in the Offering will be required to Offering, a subscriber must complete and execute a subscription agreement substantially in the form filed as Appendix C to the Prospectus (a “Subscription Agreement Agreement”) and to deliver to Dealer such completed and executed Subscription Agreement together with a check wire transfer or authorization for Dealer to debit such subscriber’s account held at Dealer and to send a wire transfer (“instrument instruments of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth described in Section 4 herein. Dealer shall deliver to the Company or its agent such completed and executed Subscription Agreement together with the instrument of payment in the Prospectusamount of such person’s purchase. The Dealer Manager acknowledges that subscribers will be instructed to send the Subscription Agreement directly to Dealer, and Dealer will arrange delivery of such documents to the Company or its agent.
b. Those persons who purchase Shares will be instructed by Dealer to make their instruments of payment payable to or for the benefit of the escrow agent as described in the Prospectus and Subscription Agreement for the Offering until the minimum offering contingency described in the Prospectus (the “Nuveen Global Cities REITMinimum Offering”) has been satisfied. If such Minimum Offering has already been satisfied in accordance with the Prospectus, then, subject to Section 4(d) below, those persons who purchase Shares will be instructed by Dealer to make their instruments of payment payable to or for the benefit of “Oaktree Real Estate Income Trust, Inc.” Purchase Prior to the Minimum Offering Requirement being met, purchase orders which that include a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last date escrow is broken (unless waived by the Dealer Manager) will be executed as of the date escrow is broken (based on the initial offering price). After the Minimum Offering is met, purchase orders which include a completed and executed Subscription Agreement in good order received by the Company at least five (5) business days prior to the first calendar day of the month and instruments of payment received by the Company at least two (2) business days prior to the first calendar day of the month (unless waived by the Dealer Manager) will be executed effective as of the first business calendar day of the next such month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. .
c. If Dealer receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, Dealer shall promptly return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receiptsubscriber. Subscription Agreements and instruments of payment received by Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II4. Transmittal of received investor funds will be made in accordance with one of the following procedures: , as applicable:
i. Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer for deposit to the escrow agent described in the Prospectus and Subscription Agreement for the Offering, if the Minimum Offering has not yet been satisfied. If such Minimum Offering has been satisfied in accordance with the Prospectus, then Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company.
ii. Where, pursuant to the Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Subscription Agreements and instruments of payment will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment for deposit to the escrow agent described in the Prospectus and Subscription Agreement for the Offering, if the Minimum Offering has not yet been satisfied. If such Minimum Offering has been satisfied in accordance with the Prospectus, then the Final Review Office will, by the end of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company.
d. After the Minimum Offering is met, Subscription Agreements received during each month before five (5) business days prior to the first calendar day of the next month will be transmitted at least five (5) business days prior to the first calendar day of the next month and instruments of payment with respect to such transmitted Subscription Agreements will be transmitted at least two (2) business days prior to the first calendar day of the next month as set forth in the Subscription Agreement or as otherwise directed by the Company. Subscription Agreements received from subscribers during the five (5) business day period prior to the first calendar day of a month will be transmitted at least five (5) business days prior to the first calendar day of the month after the next month (the “following month”) and instruments of payment with respect to such transmitted Subscription Agreements will be transmitted at least two (2) business days prior to the first calendar day of the following month.
e. After the Minimum Offering is met, Subscription funds may be transmitted to the Company net of selling commissions and dealer manager fees, as applicable, subject to the terms and conditions set forth in Schedule I attached hereto. Dealer confirms that such transmittal procedures described in this Section 4 comply with applicable laws governing transmittal of funds, including Rule 15c2-4 and 10b-9 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
f. The Dealer Manager acknowledges that in connection with the Offering, Dealer will utilize with its customers making purchases of Shares (“Clients”) a subscription agreement (in a form approved in advance by the Dealer Manager) which will provide that the total purchase price paid by a Client for the Shares shall be comprised of (i) the transaction price for the number of Shares the Client intends to purchase, plus (ii) the applicable upfront selling commissions and dealer manager fees payable to Dealer for such Shares. After the Minimum Offering is met, such commissions and fees will be collected by Dealer prior to the Client’s funds being transferred to the Company.
Appears in 1 contract
Sources: Selected Dealer Agreement (Oaktree Real Estate Income Trust, Inc.)
Submission of Orders. Each person desiring to purchase Shares in the Offering will be required to complete and execute a subscription agreement (“Subscription Agreement Agreement”) in the form attached as an Appendix to the Prospectus and to deliver to Participating Dealer such completed and executed Subscription Agreement Agreement, together with a check check, draft, wire or wire transfer money order (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth then-current offering price per Share as described in the Prospectus. Those persons who There shall be a minimum initial purchase by any one purchaser of $4,000 Shares will be instructed by Dealer (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Fund to make their instruments of payment payable to or for the benefit of “Nuveen Global Cities REIT, Inc.” Purchase orders which include a completed and executed Subscription Agreement in good order and instruments of payment received by the Company at least five (5) business days prior to the last business day of the month (unless waived by the Dealer Manager) will be executed as of the first business day of the next month (based on the prior month’s transaction price). Subscribers may not submit an initial purchase order until at least five (5) business days after the date on which the subscriber receives a copy Minimum subsequent purchases of the ProspectusShares shall be $500 per transaction. If Dealer receives a Any Subscription Agreement or and instrument of payment not conforming to the foregoing instructions, Dealer instructions shall return such Subscription Agreement and instrument of payment directly be returned to such subscriber not later than the end of the next business day following its receiptreceipt by Participating Dealer of such materials. Subscription Agreements and instruments of payment received by the Participating Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Transmittal of received investor funds will be made in accordance with the following procedures: Wheremethods:
(a) where, pursuant to Participating Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, Subscription Agreements and instruments of payment will be transmitted then, by the end noon of the next business day following receipt by Participating Dealer, Participating Dealer for deposit will transmit the Subscription Agreements and instrument of payment to the Company Fund or its to such other account or agent as set forth in the Subscription Agreement or as otherwise directed by the Company. WhereFund; and
(b) where, pursuant to Participating Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), then Subscription Agreements and instruments of payment will be transmitted by Participating Dealer to the end Final Review Office by noon of the next business day following receipt by Dealer to the office of Dealer conducting such final internal supervisory review (the “Final Review Office”)Participating Dealer. The Final Review Office will in turn, by the end noon of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instrument of payment to the Fund or to such other account or agent as directed by the Fund.
(c) Participating Dealer understands that the Fund and/or the Dealer Manager reserves the unconditional right to reject any order for any or no reason.
(d) Notwithstanding the foregoing, with respect to any Shares to be purchased by a custodial account, the Participating Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Fund. The Participating Dealer shall furnish to the Fund with each delivery of instruments of payment for deposit to a list of the Company or its agent as set forth in subscribers showing the Subscription Agreement or as otherwise directed by name, address, tax identification number, state of residence, amount of Shares subscribed for, and the Companyamount of money paid.
Appears in 1 contract
Sources: Participating Dealer Agreement (NorthStar Corporate Income Fund-T)