ISSUE PROCEDURE. (a) Whenever the Issuer wishes to issue Treasury Notes, any of its authorised officers shall contact the Dealer or any Additional Dealer directly by telephone, to advise such Dealer(s) of the desired Tenor(s), currency, amount(s) and Issue Date of the Treasury Notes it wishes to issue, if possible together with any other financial terms and conditions. (b) After a request from the Issuer in accordance with paragraph (a) above, (i) each Dealer may agree with the Issuer to subscribe for such Treasury Notes, in which case, the Issuer shall be obliged to issue and such Dealer shall be obliged to subscribe and pay for the Treasury Notes on the terms so agreed; or (ii) if agreed between a relevant Dealer and the Issuer, such relevant Dealer shall use its best effort to identify potential investors for Treasury Notes and invite them: (A) to subscribe for Treasury Notes at the financial conditions and in accordance with the terms proposed by the Issuer after consultation with the relevant Dealer; or (B) to bid for the subscription of Treasury Notes up to the amount and for the Tenor proposed by the Issuer after consultation with the relevant Dealer, and if in such case a Dealer is not able to subscribe for or procure the subscription of all or part of the amount allocated to it, the other Dealer, if any, shall have the right but not the obligation to subscribe for or procure the subscription of such amount of Treasury Notes. As soon as possible, but in any event before 12.00 noon (Brussels time) on the Trade Date, each relevant Dealer(s) shall inform the Issuer, in the case of paragraph (b)(ii)(A) above, of the amount of Treasury Notes for which it is able to arrange the subscription or, in the case of paragraph (b)(ii)(B) above of the financial conditions at which it would be possible to arrange the subscription of the requested amount of Treasury Notes. (c) If at any time, an investor approaches a Dealer to request the issue of Treasury Notes by the Issuer, such Dealer shall inform the Issuer of such demand. The Issuer shall, subject to the other terms of this Agreement, have the right but not the obligation to issue Treasury Notes.
Appears in 1 contract
Sources: Dealer Agreement (Euronav NV)
ISSUE PROCEDURE. a) The Issuer may from time to time ask the Dealer to bid for Treasury Notes and the Dealer may from time to time bid for Treasury Notes, provided that the Issuer shall have no obligation to sell Treasury Notes to the Dealer, except as and when agreed, and the Dealer shall have no obligation to purchase Treasury Notes from the Issuer, except as and when agreed.
b) If the Dealer makes a bid that is accepted by the Issuer and subsequently confirmed by the Dealer, the Dealer shall send as soon as possible by facsimile an Issuer Confirmation Form to the Issuer and an Investor Confirmation Form to the investors Each confirmation form shall incorporate by reference the Terms and Conditions of the Treasury Notes.
c) If the Dealer makes a bid that is accepted by the Issuer and subsequently confirmed by the Dealer pursuant to (ab) above, then the Issuer will be obliged to issue and the Dealer will be obliged to purchase the Treasury Notes and the Issuer shall cause such Notes to be issued and delivered in accordance with the terms of the Domiciliary Agency Agreement.
d) The Issuer acknowledges that the Dealer may resell Treasury Notes purchased by it, in accordance with and subject to Clause 8 (SELLING RESTRICTIONS) below.
e) Whenever the Issuer wishes to issue Treasury Notes, any of its authorised officers shall contact the Dealer or any Additional Dealer directly by telephonetelephone at the latest on the Business Day which is two business days prior to the Settlement Date for Treasury Notes with a maturity up to one year and three Business Days prior to the Issue Date for Treasury Notes with a maturity of over one year, to advise such Dealer(s) of indicate the desired Tenor(s), the currency, the amount(s) if requests and Issue Date of the Treasury Notes it wishes to issueSettlement Date, if possible together with any other the financial terms and conditions.
(bf) After a request from the Issuer in accordance with paragraph (a) above,
(i) each Dealer may agree with the Issuer to subscribe for such Treasury Notes, in which case, the Issuer shall be obliged to issue and such The Dealer shall be obliged to subscribe and pay for the Treasury Notes on the terms so agreed; or
(ii) if agreed between a relevant Dealer and the Issuer, such relevant Dealer shall use its best effort to identify potential investors for Treasury Notes and invite them:
(A) to subscribe for Treasury Notes at the financial conditions and in accordance with the terms proposed by the Issuer after consultation with the relevant Dealer; or
(B) : - to bid for the subscription purchase of the Treasury Notes up to the amount and for the Tenor proposed period requested by the Issuer after consultation with Issuer; or - to purchase the relevant Dealer, Treasury Notes at the financial conditions and if in such case a Dealer is not able to subscribe for or procure following the subscription of all or part of terms fixed by the amount allocated to it, the other Dealer, if any, shall have the right but not the obligation to subscribe for or procure the subscription of such amount of Treasury Notes. Issuer.
g) As soon as possible, possible but in any event on or before 12.00 noon a.m. (Brussels time) on the Trade Date, each relevant Dealer(s) the Dealer shall inform the Issuer, in the case of paragraph (b)(ii)(A) above, Issuer of the amount result of Treasury Notes for which it is able to arrange the subscription or, in the case of paragraph (b)(ii)(B) above its placing effort or of the financial conditions at which it would be possible to arrange the subscription raise all or part of the requested amount amounts. In the latter case, the Dealer shall immediately inform the investor(s) of Treasury Notesthe acceptance or refusal of its (their) bid.
h) The Dealer shall: - request the ISIN code from the Domiciliary Agent; - give to the Domiciliary Agent at the latest on the Trade Date or such later time or date as may subsequently be agreed between the Dealer and the Domiciliary Agent, details of the Treasury Notes to be issued; - send by facsimile transmission to the Issuer the Issuer Confirmation Form and to the investor an Investor Confirmation Form indicating the terms of the transaction. The transaction shall be executed according to the terms of the Issuer Confirmation Form, unless the Issuer contacts the Dealer, at the latest at 4.00 p.m. (cBrussels time) on the second Business Day preceding the Issue Date, to indicate any error or discrepancy. If at any time, an investor approaches a Dealer to request the issue of looking for Treasury Notes by of the IssuerIssuer takes the initiative to approach the Dealer, such the Dealer shall inform the Issuer of such demand. The Issuer shall, subject to the other terms of this Agreement, shall have the right but not the obligation to issue Treasury Notes.
Appears in 1 contract
Sources: Dealer Agreement (Harsco Corp)