Agency Deal Sample Clauses

Agency Deal. The Company hereby appoints the Agent to act as exclusive agent to offer and sell the Initial Special Warrants and any Additional Securities on a commercially reasonable “best efforts” private placement basis and the Agent hereby accepts such appointment. Notwithstanding anything to the contrary contained herein or any oral representations or assurances previously or subsequently made by the parties hereto, this Agreement does not constitute a commitment by, or legally binding obligation of, the Agent or any of its affiliates to act as underwriters, initial purchasers, arrangers, and/or placement agents in connection with any offering of securities of the Company, including the Initial Special Warrants and any Additional Securities, or to provide or arrange any financing, other than the appointment as agent in connection with the Offering in accordance with the prior sentence and otherwise on the terms set forth herein.
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Agency Deal. The Company hereby appoints the Agents to act as exclusive agents to offer and sell Special Warrants on a commercially reasonable “best efforts” private placement basis and the Agents hereby accepts such appointment. Notwithstanding anything to the contrary contained herein or any oral representations or assurances previously or subsequently made by the parties hereto, this Agreement does not constitute a commitment by, or legally binding obligation of, the Agents or any of their affiliates to act as underwriters, initial purchasers, arrangers, and/or placement agents in connection with any offering of securities of the Company, including the Special Warrants, or to provide or arrange any financing, other than the appointment as agent in connection with the Offering in accordance with the prior sentence and otherwise on the terms set forth herein.
Sample 1See All (4)
Agency Deal. The Company hereby appoints the Agent to act as exclusive agent to offer and sell the Convertible Debenture Units on a commercially reasonable “best efforts” private placement basis and the Agent hereby accepts such appointment . Notwithstanding anything to the contrary contained herein or any oral representations or assurances previously or subsequently made by the parties hereto, this Agreement does not constitute a commitment by, or legally binding obligation of, the Agent or any of its affiliates to act as underwriters, initial purchasers, arrangers, and/or placement agents in connection with any offering of securities of the Company, including the Convertible Debenture Units, or to provide or arrange any financing, other than the appointment as agent in connection with the Offering in accordance with the prior sentence and otherwise on the terms set forth herein . (b)
Sample 1

Related to Agency Deal

  • Rating Agency Downgrade In the event that DBAG’s short-term unsecured and unsubordinated debt rating is reduced below “A-1” by S&P or, if DBAG has both a long-term credit rating and a short-term credit rating from Moody’s, and either its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A2” by Moody’s or its short-term credit rating is withdrawn or reduced below “P-1” by Moody’s (and together with S&P, the “Swap Rating Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then within 30 days after such rating withdrawal or downgrade, DBAG shall, subject to the Rating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement, (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds, to honor, DBAG’s obligations under this Agreement, (iii) post collateral which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes, or (iv) establish any other arrangement which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes. In the event that DBAG’s long-term unsecured and unsubordinated debt rating is reduced below “BBB-” or its short-term unsecured and unsubordinated debt rating is reduced below “A-3” or is withdrawn by S&P or DBAG’s long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A3” by Moody’s or its short-term credit rating is reduced below “P-2” by Moody’s, then within 10 days after such rating withdrawal or downgrade, DBAG shall, subject to the Rating Agency Condition and at its own expense, either (i) cause another entity to replace DBAG as party to this Agreement that meets or exceeds the Approved Rating Thresholds on terms substantially similar to this Agreement or (ii) obtain a guaranty of, or a contingent agreement of another person with the Approved Rating Thresholds to honor, DBAG’s obligations under this Agreement. In either case, DBAG shall deliver collateral acceptable to the Swap Rating Agencies until DBAG has made such transfer or obtained a guaranty as set forth in (i) and (ii) above. For purposes of this provision, “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder that the party acting or failing to act must consult with each of the Swap Rating Agencies then providing a rating of the Certificates and any Notes and receive from each of the Swap Rating Agencies a prior written confirmation that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the Certificates or any Note.

  • Agency Fee The Borrower shall pay to the Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.

  • ABN AMRO BANK N V., a company incorporated in The Netherlands having its registered office at Xxxxxx Xxxxxxxxxx 00 / Locationcode: XXX XX 0000, 0000 XX Xxxxxxxxx, Xxx Xxxxxxxxxxx, acting through its office at Xxxxxxxxxx 00, 0000 XX Rotterdam, The Netherlands, in its capacity as arranger (the “Arranger”);

  • Rating Agency Letters Each Underwriter shall have received copies of letters from the certain nationally recognized statistical rating organizations (as identified in the Term Sheet) stating the ratings assigned to the Offered Certificates by each such agency.

  • Agency Fees The Borrower agrees to pay to the Administrative Agent, for its own respective account, fees payable in the amounts and at the times separately agreed upon in writing upon between the Borrower and the Administrative Agent.

  • Rating Agency Opinions Each Underwriter shall be addressed in any opinion from any counsel delivering any written opinion to the Rating Agencies in connection with the transaction described herein which is not otherwise described in this Agreement.

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