Reliance by Jefferies Sample Clauses

Reliance by Jefferies. Jefferies, acting as placement agent for the Company, may rely on each representation and warranty of the Company and of each Purchaser, made on behalf of itself herein or pursuant to the terms hereof with the same force and effect as if such representation or warranty were made directly to Jefferies. Jefferies will be a third-party beneficiary of this Agreement to the extent provided in this Section 8.15. Each of the undersigned has caused this Agreement to be duly executed as of the date first above written. COMPANY: XXXXXXX GROUP INC. By: /s/ L. Xxx Xxxxxx Name: L. Xxx Xxxxxx Title: Senior Vice President and Chief Financial Officer PURCHASERS: ARISTEIA MASTER, L.P. By: Aristeia Capital L.L.C., solely in its Capacity as Investment Manager By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Manager Aristeia Capital, L.L.C. By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Manager ASIG INTERNATIONAL LIMITED By: Aristeia Capital L.L.C., solely in its Capacity as Investment Manager By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Manager Aristeia Capital, L.L.C. By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Manager WINDERMERE IRELAND FUND PLC By: Aristeia Capital L.L.C., solely in its Capacity as Investment Manager By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Manager Aristeia Capital, L.L.C. By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Manager PURCHASERS: 1992 MSF INTERNATIONAL LTD. By: Highbridge Capital Management, LLC, as Trading Manager By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director 1992 TACTICAL CREDIT MASTER FUND, L.P. By: Highbridge Capital Management, LLC, as Trading Manager By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director PURCHASERS: WHITEBOX ASYMMETRIC PARTNERS, LP By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Partner & CEO WHITEBOX CREDIT PARTNERS, LP By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Partner & CEO WHITEBOX GT FUND, LP By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Partner & CEO WHITEBOX MULTI-STRATEGY PARTNERS, LP By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Partner & CEO WHITEBOX RELATIVE VALUE PARTNERS, LP By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Partner & CEO PANDORA SELECT PARTNERS, LP By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Partner & CEO Schedule 3.02 Air Kilroe Limited Air South West Limited Aircraft Logistics Pty. Ltd. Aircrew Logistics Pty. Ltd.
Sample 1
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Reliance by Jefferies. The parties hereto agree and acknowledge that Jefferies, in its capacity as Placement Agent and Closing Agent, may rely on the representations, warranties, agreements and covenants of the Company and of the respective Purchasers contained in this Agreement as if such representations, warranties, agreements, and covenants, as applicable, were made directly to it. The parties hereto further agree that Jefferies may rely on or, if it so requests, be specifically named as an addressee of, the legal opinions and certificates to be delivered pursuant to Section 2.2 of this Agreement.
Sample 1
Reliance by Jefferies. Jefferies, acting as financial advisor to the Company, may rely on each representation and warranty of the Company and of the Investor, made on behalf of itself and each Exchanging Investor, herein or pursuant to the terms hereof with the same force and effect as if such representation or warranty were made directly to Jefferies. Jefferies will be a third-party beneficiary of this Exchange Agreement to the extent provided in this Section ‎19. [Remainder of Page Intentionally Left Blank; Signature Page Follows] In Witness Whereof, the undersigned has executed this Exchange Agreement as of the date first written above. Investor: Legal name By: Name: Title: Investor Address: Telephone: Country (and, if applicable, State) of Residence: Taxpayer Identification Number: Verastem, Inc. By: Name: Title: [Signature Page to Exchange Agreement] EXHIBIT A Exchanging Investor Information (Complete the Following Form for Each Exchanging Investor) Legal Name of Exchanging Holder: Aggregate principal amount of Old Notes to be exchanged (must be a multiple of $1,000):$ ,000 Exchanging Holder’s Address: Telephone: Country (and, if applicable, State) of Residence: Taxpayer Identification Number: Account for Old Notes Account for New Notes Wire Instructions for Cash Consideration DTC Participant Number:DTC Participant Number: Bank Routing #: DTC Participant Name:DTC Participant Name: SWIFT Code: DTC Participant Phone Number:DTC Participant Phone Number: Bank Address: DTC Participant Contact Email:DTC Participant Contact Email: Account # at DTC Participant:Account Number: Account Name: EXHIBIT B Exchange Procedures NOTICE TO INVESTOR Attached are Investor Exchange Procedures for the settlement of the exchange (the “Exchange”) of 5.00% Convertible Senior Notes due 2048, CUSIP 92337C AA2 (the “Old Notes”) of Verastem, Inc. (the “Company”) for cash (the “Cash Consideration”) and the Company’s 5.00% Convertible Senior Second Lien Notes due 2048 (the “New Notes”) (collectively, the “Exchange Consideration”), pursuant to the Exchange Agreement, dated as of November 12, 2019, between you and the Company, which is expected to occur on November 14, 2019. To ensure timely settlement, please follow the instructions for the Exchange as set forth on the following page. Your failure to comply with the attached instructions may delay your receipt of the Exchange Consideration. Thank you.
Sample 1
Reliance by Jefferies. Jefferies, acting as financial advisor to the Company, may rely on each representation and warranty of the Company and of the Investor, made on behalf of itself and each Exchanging Investor, herein or pursuant to the terms hereof with the same force and effect as if such representation or warranty were made directly to Jefferies. Jefferies will be a third-party beneficiary of this Exchange Agreement to the extent provided in this Section 20.
Sample 1

Related to Reliance by Jefferies

  • Reliance by Parent The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement.

  • Reliance by Agent Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, telefacsimile or other electronic method of transmission, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent, or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to Borrowers or counsel to any Lender), independent accountants and other experts selected by Agent. Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless Agent shall first receive such advice or concurrence of the Lenders as it deems appropriate and until such instructions are received, Agent shall act, or refrain from acting, as it deems advisable. If Agent so requests, it shall first be indemnified to its reasonable satisfaction by the Lenders (and, if it so elects, the Bank Product Providers) against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders (and Bank Product Providers).

  • Reliance by Company Subscriber represents to the Company that the representations and warranties of Subscriber contained herein are complete and accurate and may be relied upon by the Company in determining the availability of an exemption from registration under federal and state securities laws in connection with a private offering of securities.

  • Reliance by Agents (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

  • Reliance by the Agents Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower), independent accountants and other experts selected by such Agent. Each Agent may deem and treat the payee of any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note shall have been transferred in accordance with Section 12.8 hereof. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other Loan Documents unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconduct. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes in accordance with a request of the Required Lenders (or, when expressly required hereby, all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Revolving Credit Notes.

  • Reliance by Issuer The Fronting Bank and the Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Fronting Bank or the Agent. The Agent and the Fronting Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) unless it shall first have received such advice or concurrence of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent and any Fronting Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this §5 in accordance with a request of the Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Notes or of a Letter of Credit Participation.

  • Reliance by Lender All covenants, agreements, representations and warranties made herein by Borrower shall, notwithstanding any investigation by Lender, be deemed to be material to and to have been relied upon by Lender.

  • Reliance by Lenders Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

  • Reliance by Agent and Lenders The Agent and the Lenders shall be entitled to rely and act upon any notices purportedly given by or on behalf of the Loan Parties even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Loan Parties shall indemnify the Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Loan Parties. All telephonic notices to and other telephonic communications with the Agent may be recorded by the Agent, and each of the parties hereto hereby consents to such recording.

  • Reliance by FTIS; Instructions (a) FTIS will be protected in acting upon Written or Oral Instructions reasonably believed to have been executed or orally communicated by an Authorized Person and will not be held to have any notice of any change of authority of any person until receipt of a Written Instruction thereof from an officer of the Investment Company. FTIS will also be protected in processing Share certificates which it reasonably believes to bear the proper manual or facsimile signatures of the officers of the Investment Company and the proper countersignature of FTIS.

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