Solicitation of Offers. If the Facility Lessee shall give the Owner Lessor notice pursuant to SECTION 14.1 and the Owner Lessor shall not have elected to retain the Undivided Interest pursuant to SECTION 14.3 below, the Facility Lessee shall (i) as non-exclusive agent for the Owner Lessor, use commercially reasonable efforts to obtain bids from unaffiliated third parties with the Facility Lessee and sell the Owner Lessor's Interest on the Obsolescence Termination Date and (ii) covenant that it will not sell the Owner Lessor's Interest to itself, an Affiliate or to any third party with whom the Facility Lessee or its Affiliate has an arrangement to use or operate the Facility to generate power for the Facility Lessee's or any such Affiliate's benefit after the termination of this Facility Lease. All of the proceeds of any such sale, will be for the account of the Owner Lessor; PROVIDED THAT, so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has not been discharged, the proceeds of such sale shall be paid directly to the Security Agent. At least 120 days prior to the Obsolescence Termination Date, the Facility Lessee shall certify to the Owner Lessor and, so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture has not been discharged, the Security Agent, the Lender and the Bondholder Trustee each bid or offer, the amount and terms thereof and the name and address of the party (which shall not be the Facility Lessee, any of its Affiliates or any third party with whom it or any such Affiliate has an arrangement to use or operate the Facility to generate power for the benefit of the Facility Lessee or such Affiliate after the termination of this Facility Lease) submitting such bid or offer. The Owner Lessor shall also have the right, but not the obligation, to obtain bids for the sale of the Owner Lessor's Interest either directly or through agents other than the Facility Lessee.
Solicitation of Offers. The Agent agrees to use its reasonable best efforts to solicit offers to purchase the Notes upon the terms and conditions set forth herein, in the applicable General Disclosure Package and in the Prospectus and upon the terms communicated to the Agent from time to time by the Issuers. For the purpose of such solicitation, the Agent will use the Prospectus as then amended or supplemented (together with any preliminary Pricing Supplement for such Notes, if applicable) which has been most recently distributed to the Agent by the Issuers, and the Agent will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdiction. The Issuers reserve the right, in their sole discretion, to suspend solicitation of offers to purchase the Notes commencing at any time for any period of time or permanently. The Issuers shall timely deliver notice to the Agent of their decision to suspend solicitations. Upon receipt of instructions (which may be given orally) from the Issuers, the Agent will suspend promptly solicitation of offers to purchase until such time as the Issuers have advised the Agent that such solicitation may be resumed. Unless otherwise instructed by the Issuers, the Agent is authorized to solicit offers to purchase the Notes only in denominations of $1,000 or more (in multiples of $1,000). The Agent is not authorized to appoint subagents or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without the consent of the Issuers. Unless otherwise instructed by the Issuers, the Agent shall communicate to the Issuers, orally or in writing, each offer to purchase Notes solicited by such Agent on an agency basis, other than those offers rejected by the Agent. The Issuers shall have the sole right to accept offers to purchase Notes and may reject any proposed offers to purchase Notes as a whole or in part. Each Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a breach of its agreements contained herein. The Issuers agree to pay the Agent, as consideration for soliciting offers to purchase Notes pursuant to a Terms Agreement, a commission in an amount to be agreed among the Issuers and the Agent at the time of the sale of Notes. In ...
Solicitation of Offers. If the Lessee shall give the Lessor and the Owner Participant notice pursuant to Section 14.1 and the Lessor shall not have elected to retain the Lessor's Interest pursuant to Section 14.3, the Lessee shall, as non-exclusive agent for the Lessor, use its commercially reasonable efforts to obtain bids and sell the Lessor's Interest on the Obsolescence Termination Date, all of the proceeds of which will be for the account of the Lessor; provided, however, that so long as the Lien of the Indenture shall not have been terminated or discharged, the proceeds of such sale shall be paid directly to the Indenture Trustee. The Lessor shall also have the right to obtain bids for the sale of the Lessor's Interest either directly or through agents other than the Lessee. At least 90 days prior to the Obsolescence Termination Date the Lessee shall certify to the Lessor each bid or offer, the amount and terms thereof and the name and address of the party (which shall not be the Lessee, any Affiliate or any third party with whom it or an Affiliate has an arrangement to use or operate the Facility to generate power for the benefit of the Lessee or such Affiliate after the termination of this Lease) submitting such bid or offer.
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Solicitation of Offers. The Agents are authorized to solicit offers to purchase the Notes only in denominations as are specified in the Prospectus at a purchase price as shall be specified by the Company, in an aggregate amount not to exceed the amount authorized by the Company from time to time (less the aggregate amount of Notes either sold directly by the Company or purchased from the Company by the Agents as principals or purchased from the Company by other Agents). The Agents shall communicate to the Company, orally or in writing, each reasonable offer to purchase Notes received by them as Agents. The Company shall have the sole right to accept offers to purchase the Notes and may reject any such offer in whole or in part. The Agents shall have the right, in their discretion reasonably exercised without advising the Company, to reject any offer to purchase the Notes received by them, in whole or in part, and any such rejection shall not be deemed a breach of their agreement contained herein. No Note which the Company has agreed to sell pursuant to this Agreement shall be deemed to have been purchased and paid for, or sold by the Company, until such Note shall have been delivered to the purchaser thereof against payment by such purchaser.
Solicitation of Offers. If the Facility Lessee shall give the Owner Lessor notice pursuant to Section 14.1 and the Owner Lessor shall not have elected to retain the Undivided Interest pursuant to Section 14.3 hereof, the Facility Lessee shall (i) as non-exclusive agent for the Owner Lessor, use commercially reasonable efforts to obtain bids from third parties unaffiliated with the Facility Lessee and sell the Owner Lessor's Interest on the Obsolescence Termination Date and (ii) covenant that it will not sell the Owner Lessor's Interest to any third party with whom the Facility Lessee or an Affiliate thereof has an arrangement to use or operate the Facility to generate power for the benefit of the Facility Lessee or any Affiliate thereof after the termination of this Facility Lease. All of the proceeds of any such sale will be for the account of the Owner Lessor; PROVIDED that, so long as the Lessor Notes are outstanding, the proceeds of such sale shall be paid directly to the Lease Indenture Trustee.
Solicitation of Offers. Neither the Parent nor the Stockholder shall, and shall use its reasonable best efforts to cause its directors, officers, employees, agents (including investment bankers), partners and Affiliates not to, directly or indirectly, engage in discussions or negotiations with, provide any information to, induce or attempt to induce or give encouragement to, any Person (other than to the Company's chief executive officer), in furtherance of any change in control of the Company (whether pursuant to a tender or exchange offer, a stock or asset sale or a merger, consolidation, amalgamation, plan of arrangement or any other form of transaction) or for any sale of all or substantially all of the assets of the Company, or any other transaction that would be inconsistent with or frustrate the purpose of this Agreement; provided, however, that nothing in this clause (e) shall, or shall be construed, directly or indirectly, to limit any rights of the Parent or the Stockholder to offer, sell or otherwise dispose of Restricted Securities as permitted hereunder or to otherwise exercise any rights pursuant to Section 3.2 or 3.3.
Solicitation of Offers. The Agents are authorized to solicit offers to purchase the Notes only in the denominations specified in the Prospectus, at a purchase price equal to 100% of the principal amount thereof or such other principal amount or purchase price as shall be specified by the Company. Each Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Notes received by it as an Agent. The Company shall have the sole right to accept offers to purchase the Notes and may reject any offer in whole or in part. Each Agent shall have the right, in its discretion reasonably exercised, to reject any offer to purchase the Notes received by it, without advising the Company, in whole or in part, and any such rejection shall not be deemed a breach of its agreement contained herein. No Note which the Company has agreed to sell pursuant to this Agreement shall be deemed to have been purchased and paid for, or sold by the Company, until such Note shall have been delivered to the purchaser thereof against payment therefor by such purchaser.
Solicitation of Offers. Notwithstanding the rights and procedures of Sections 7.4 to 7.4.3.2 above, the Shareholders hereby agree that in the event any Selling Shareholder wishes to solicit an offer for its Shares from a Third Party, such Selling Shareholder shall inform, in writing, the other Shareholder of its intention to initiate a process to solicit offers for the Transfer of its Shares.
Solicitation of Offers. The Dealers or their affiliates may solicit offers to purchase or sell Covered Bonds outside of Canada only with the prior consent of the Bank and in accordance with applicable law and only where the Covered Bonds may be lawfully sold on a basis exempt from the prospectus and registration requirements or similar requirements of any such jurisdictions. In any event, the Dealers will not solicit offers to purchase or sell the Covered Bonds so as to require registration of the Covered Bonds or the filing of a prospectus, registration statement or other notice or document with respect to the distribution of the Covered Bonds under the laws of any jurisdiction other than the Qualifying Jurisdictions, including without limitation, the United Kingdom and United States; and will require each of the Selling Firms to agree with the Dealers not to so solicit or sell. For purposes of this section 2.3, the Dealers will be entitled to assume that the Covered Bonds are qualified for distribution in all of the Qualifying Jurisdictions.
