Solicitations as Agent Purchases as Principal. (a) Solicitations as Agent. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Agent agrees, as an agent of the Company, to use its reasonable best efforts to solicit offers to purchase the Shares. The Agent and the Company agree that such solicitations, and offers for the sale of the Shares, shall commence upon receipt of, and shall be made in accordance with, written instructions from the Company to the Agent (which shall be substantially in the form of Exhibit A hereto and which may take the form of an exchange of any standard form of written telecommunication between the Agent and the Company) and shall continue until such time as the Company has instructed the Agent that such solicitations and offers shall be suspended in accordance with Section 8 hereof. The Company reserves the right, in its sole discretion, to instruct the Agent, at any time and from time to time after the Commencement Date (as defined in Section 7 hereof), to so commence or suspend such solicitations and offers for any period of time or permanently in accordance with the provisions of this Agreement. In soliciting purchases of the Shares from the Company by others (including customers of the Agent), the Agent will be acting for the Company and not as principal. The Agent, as the exclusive agent for the offer and sale of the Shares, will use its reasonable best efforts to sell the Shares on behalf of the Company as contemplated hereby; provided, however, that it is understood by the Company that the Agent has no obligations to find purchasers of the Shares and that the Agent in its sole discretion, upon notice thereof to the Company, can suspend from time to time its efforts in offering for sale, and soliciting purchases of, the Shares. In any transaction where the Agent has acted as agent for the Company and has not purchased as principal, the Agent will use its reasonable best efforts to obtain performance by each purchaser of Shares from the Company, but the Agent will not have liability to the Company in the event any such purchase is not consummated for any reason except as may be otherwise provided by any applicable regulations and rules of the Exchanges (as defined in Section 3(a) (i) hereof) on which the transaction was executed and except that the Agent will complete the purchase in accordance with the customs of the Exchanges in the case of transactions in which the Agent has also acted as broker for the purchaser. The Company also understands that under no circumstances shall the Agent be obligated to purchase any Shares for its own account, except (i) pursuant to a Terms Agreement, (ii) as provided in the preceding sentence and (iii) except to the extent that the Agent has acted as a principal in purchasing a portion of a block as contemplated by Section 3 (a)(ii) hereof, or has made a firm commitment with the Company in connection with an offering or distribution of the type contemplated by Section 3(a) (iii) hereof that has been expressly authorized by the Company and agreed to by the Agent.
Appears in 1 contract
Solicitations as Agent Purchases as Principal. (a) Solicitations as Agent. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, each of the Agent Agents hereby severally and not jointly agrees, as an agent of the Company, to use its reasonable best efforts to solicit offers to purchase the Shares. The Agent and the Company agree that such solicitations, and offers for the sale of the Shares, shall commence upon receipt of, and shall be made in accordance with, written instructions Securities from the Company to upon the Agent (which shall be substantially terms and conditions set forth in the form of Exhibit A hereto and which may take the form of an exchange of Prospectus as amended or supplemented from time to time. So long as this Agreement shall remain in effect with respect to any standard form of written telecommunication between the Agent and the Company) and shall continue until such time as Agent, the Company has instructed shall not, without the Agent consent of such Agent, solicit or accept offers to purchase, or sell in the United States Securities or any other substantially similar debt securities with a maturity at the time of original issuance of 9 months to 30 years except (i) pursuant to this Agreement and any Terms Agreement, (ii) pursuant to a private placement not constituting a public offering under the Securities Act, (iii) in connection with a firm commitment underwriting pursuant to an underwriting agreement that such solicitations does not provide for a continuous public offering of medium-term debt securities, or (iv) in connection with the continuous offering of asset-backed medium- term debt securities rated "AA" (or an equivalent rating) or higher by a nationally recognized statistical rating organization (as defined for purposes of Rule 436(g) under the Securities Act) (a "Rating Organization"). However, the Company reserves the right to sell, and may solicit and accept offers shall be suspended in accordance with Section 8 hereofto purchase, Securities directly on its own behalf to investors (other than broker- dealers). The Company reserves the right, in its sole discretion, to instruct the Agent, Agents to suspend at any time and from time to time after the Commencement Date (as defined in Section 7 hereof)time, to so commence or suspend such solicitations and offers for any period of time or permanently in accordance with the provisions of this Agreement. In soliciting purchases of the Shares from the Company by others (including customers of the Agent)permanently, the Agent will be acting for the Company and not as principalsolicitation of offers to purchase Securities. The Agent, as the exclusive agent for the offer and sale Upon receipt of the Shares, will use its reasonable best efforts to sell the Shares on behalf of the Company as contemplated hereby; provided, however, that it is understood by the Company that the Agent has no obligations to find purchasers of the Shares and that the Agent in its sole discretion, upon at least one business day's prior notice thereof to the Company, can suspend from time to time its efforts in offering for sale, and soliciting purchases of, the Shares. In any transaction where the Agent has acted as agent for the Company and has not purchased as principal, the Agent will use its reasonable best efforts to obtain performance by each purchaser of Shares from the Company, but the each Agent will not have liability suspend solicitation of offers to purchase Securities from the Company in until such time as the event any Company has advised such purchase is not consummated for any reason except as Agent or Agents that such solicitation may be otherwise provided by resumed. During the period of time that such solicitation is suspended, the Company shall not be required to deliver any applicable regulations and rules of the Exchanges (as defined in Section 3(a) (i) hereof) on which the transaction was executed and except that the Agent will complete the purchase opinions, letters or certificates in accordance with Sections 4(i), 4(j) and 4(k); provided that if the customs Registration Statement or Prospectus is amended or supplemented during the period of the Exchanges suspension (other than by an amendment or supplement providing solely for a change in the case of transactions in which the Agent has also acted as broker interest rates, redemption provisions, amortization schedules or maturities offered for the purchaserSecurities or for a change that the Agents deem to be immaterial), no Agent shall be required to resume soliciting offers to purchase Securities until the Company has delivered such opinions, letters and certificates as such Agent may reasonably request. The Company also understands that under no circumstances shall agrees to pay each Agent, as consideration for the Agent be obligated sale of each Security resulting from a solicitation made or an offer to purchase any Shares for its own accountreceived by such Agent, except (i) pursuant to a Terms Agreement, (ii) as provided commission in the preceding sentence and (iii) except form of a discount from the purchase price of such Security in an amount equal to the extent that the Agent has acted as a principal in purchasing a portion of a block as contemplated by Section 3 (a)(ii) hereof, or has made a firm commitment with the Company in connection with an offering or distribution following applicable percentage of the type contemplated by Section 3(a) (iii) hereof that has been expressly authorized by the Company and agreed to by the Agent.principal amount of such Security sold:
Appears in 1 contract
Samples: Terms Agreement (Case Credit Corp)
Solicitations as Agent Purchases as Principal. (a) ---------------------------------------------- Solicitations as Agent. On the basis of the representations and warranties ---------------------- herein contained, but subject to the terms and conditions herein set forth, the Agent each of you agrees, as an agent of the Company, to use its reasonable your best efforts to solicit offers to purchase the SharesSecurities upon the terms and conditions set forth in the Prospectus. You are hereinafter sometimes referred to, in your capacity as agents, as the "Agents". The Agent and Company reserves the right from time to time to sell Securities on its own behalf directly to investors, provided that the Company agree that such solicitations, and offers for shall furnish the sale of the Shares, shall commence upon receipt of, and shall be made in accordance with, written instructions from the Company to the Agent (which shall be substantially in the form of Exhibit A hereto and which may take the form of an exchange Agents with reasonable advance notification of any standard form domestic offering of written telecommunication between the Agent and such Securities. Commissions will not be paid on Notes sold directly by the Company) and shall continue until such time as the Company has instructed the Agent that such solicitations and offers shall be suspended in accordance with Section 8 hereof. The Company reserves the right, in its sole discretion, to instruct suspend solicitation of purchases of the Agent, Securities commencing at any time and from time to time after the Commencement Date (as defined in Section 7 hereof), to so commence or suspend such solicitations and offers for any period of time or permanently permanently. Upon receipt of instructions from the Company, you will forthwith suspend solicitation of purchases from the Company until such time as the Company has advised you that such solicitation may be resumed. The Company agrees to pay you a commission, in accordance the form of a discount, equal to the percentage of the principal amount of each Note sold by the Company as a result of a solicitation made by you as set forth in Schedule A hereto. The Company may accept offers to purchase Notes through an agent other than an Agent, provided that (i) the Company shall not have solicited such -------- offers, (ii) the Company and such agent shall have executed an agreement with respect to such purchases having terms and conditions (including, without limitation, commission rates) with respect to such purchases substantially the provisions same as the terms and conditions that would apply to such purchases under this Agreement if such agent were an Agent (which may be accomplished by incorporating by reference in such agreement the terms and conditions of this Agreement. In soliciting purchases of the Shares from ) and (iii) the Company by others (including customers shall notify the Agents prior to the execution of any such agreement and shall provide the Agents with a copy of such agreement promptly following the execution thereof. As an Agent), the Agent will be acting each of you is authorized to solicit orders for the Company and not as principalSecurities only in denominations of $1,000 or any amount in excess thereof which is an integral multiple of $1,000 at a purchase price equal to 100% or a percentage of their principal amount otherwise specified. The Agent, as the exclusive agent for the offer and sale of the Shares, will use its reasonable best efforts to sell the Shares on behalf of the Company as contemplated hereby; provided, however, that it is understood by the Company that the Agent has no obligations to find purchasers of the Shares and that the Agent in its sole discretion, upon notice thereof You shall communicate to the Company, can suspend from time orally or in writing, each reasonable offer to time its efforts in offering for sale, and soliciting purchases of, the Shares. In any transaction where the Agent has acted purchase Securities received by you as agent for the Company and has not purchased as principal, the Agent will use its reasonable best efforts to obtain performance by each purchaser of Shares from the Company, but the Agent will not have liability to the Company in the event any such purchase is not consummated for any reason except as may be otherwise provided by any applicable regulations and rules of the Exchanges (as defined in Section 3(a) (i) hereof) on which the transaction was executed and except that the Agent will complete the purchase in accordance with the customs of the Exchanges in the case of transactions in which the Agent has also acted as broker for the purchaserAgent. The Company also understands that under no circumstances shall have the Agent be obligated sole right to accept offers to purchase the Securities and may reject any Shares for its own accountsuch offer in whole or in part. You shall have the right to reject any offer to purchase the Securities received by you in whole or in part, except (i) pursuant to and any such rejection shall not be deemed a Terms Agreement, (ii) as provided in the preceding sentence and (iii) except to the extent that the Agent has acted as a principal in purchasing a portion breach of a block as contemplated by Section 3 (a)(ii) hereof, or has made a firm commitment with the Company in connection with an offering or distribution of the type contemplated by Section 3(a) (iii) hereof that has been expressly authorized by the Company and agreed to by the Agentyour agreement contained herein.
Appears in 1 contract
Samples: First Chicago NBD Corp
Solicitations as Agent Purchases as Principal. (a) Solicitations as Agent. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, each of the Agent Agents hereby severally and not jointly agrees, as an agent of the Company and upon the Company’s instruction, to use its reasonable best efforts to solicit offers to purchase the Shares. The Agent and the Company agree that such solicitations, and offers for the sale of the Shares, shall commence upon receipt of, and shall be made in accordance with, written instructions Notes from the Company upon the terms and conditions set forth in the General Disclosure Package and the Prospectus. So long as this Agreement shall remain in effect with respect to any Agent, the Company shall not, without the consent of such Agent(s), solicit or accept offers to purchase, or sell, Notes or any other debt securities with a maturity at the time of original issuance of nine months or more except pursuant to this Agreement and any Terms Agreement, or except pursuant to a private placement not constituting a public offering under the Securities Act or except in connection with a firm commitment underwriting pursuant to an underwriting agreement that does not provide for a continuous offering of medium-term debt securities. However, the Company reserves the right to sell, and may solicit and accept offers to purchase, Notes directly on its own behalf to investors (other than broker-dealers, except to the Agent (which extent set forth in the next succeeding sentence). The Company may from time to time offer Notes for sale otherwise than through an Agent; provided, however, that so long as this Agreement shall be in effect the Company shall not solicit and accept offers to purchase Notes through any agent other than an Agent without amending this Agreement to appoint such agent an additional Agent pursuant to Section 15 hereunder and without giving the Agents prior notice of such appointment; except, that if from time to time the Company is approached by a prospective agent offering to solicit a specific purchase of Notes, the Company may engage such agent with respect to such specific purchase, only if, (i) such agent is engaged on terms substantially in similar (including the form same commission schedule as set forth herein) to the applicable terms of Exhibit A hereto and which may take the form of an exchange of any standard form of written telecommunication between the Agent and the Companythis Agreement (without being required to become a party hereto) and shall continue until (ii) the Agents are given notice of such time as purchase promptly, in each case after the Company has instructed the Agent that such solicitations and offers shall be suspended in accordance with Section 8 hereofpurchase is agreed to. The Company reserves the right, in its sole discretion, to instruct the Agent, Agents to suspend at any time and from time to time after the Commencement Date (as defined in Section 7 hereof)time, to so commence or suspend such solicitations and offers for any period of time or permanently in accordance with permanently, the provisions solicitation of this Agreementoffers to purchase Notes. In soliciting purchases Upon receipt of at least one business day’s prior notice from the Shares Company, each Agent will suspend solicitation of offers to purchase Notes from the Company by others until such time as the Company has advised such Agent or Agents that such solicitation may be resumed. Each purchase of Notes shall be (including customers i) at a discount from the principal amount of the Agent), the Agent will be acting for such Notes as agreed between the Company and not such Agent or (ii) as principalotherwise agreed between the Company and such Agent. The AgentAgents are authorized to solicit offers to purchase Notes only in the principal amount of $1,000 (or, in the case of Notes not denominated in U.S. dollars, the equivalent thereof in the applicable foreign currency or composite currency, rounded down to the nearest 1,000 units of such foreign currency or composite currency) or any amount in excess thereof which is an integral multiple of $1,000 (or, in the case of Notes not denominated in U.S. dollars, 1,000 units of such foreign currency or composite currency). Each Agent shall communicate to the Company, orally or in writing, each offer to purchase Notes received by such Agent as the exclusive agent for the offer and sale of the Shares, will use that in its reasonable best efforts to sell the Shares on behalf of the Company as contemplated hereby; provided, however, that it is understood judgment should be considered by the Company. The Company that shall have the sole right to accept offers to purchase the Notes and may reject any such offer in whole or in part. Each Agent has no obligations to find purchasers of shall have the Shares and that the Agent right, in its sole discretion, upon notice thereof to reject any offer to purchase Notes, as a whole or in part, that it considers to be unacceptable and any such rejection shall not be deemed a breach of its agreements under this Agreement. The procedural details relating to the Company, can suspend from time to time its efforts in offering for sale, issue and soliciting purchases of, the Shares. In any transaction where the delivery of Notes sold by an Agent has acted as agent for and the Company and has not purchased as principal, the Agent will use its reasonable best efforts to obtain performance by each purchaser of Shares from the Company, but the Agent will not have liability to the Company payment therefor are set forth in the event any such purchase is not consummated for any reason except as may be otherwise provided by any applicable regulations and rules of the Exchanges Administrative Procedures (as defined in Section 3(a) (i) hereof) on which the transaction was executed and except that the Agent will complete the purchase in accordance with the customs of the Exchanges in the case of transactions in which the Agent has also acted as broker for the purchaser. The Company also understands that under no circumstances shall the Agent be obligated to purchase any Shares for its own account, except (i) pursuant to a Terms Agreement, (ii) as provided in the preceding sentence and (iii) except to the extent that the Agent has acted as a principal in purchasing a portion of a block as contemplated by Section 3 (a)(ii) hereof, or has made a firm commitment with the Company in connection with an offering or distribution of the type contemplated by Section 3(a) (iii) hereof that has been expressly authorized by the Company and agreed to by the Agenthereinafter defined).
Appears in 1 contract
Solicitations as Agent Purchases as Principal. (a) Solicitations as Agent. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Agent agrees, as an agent of the Company, to use its reasonable best efforts to solicit offers to purchase the Shares. The Agent and the Company agree that such solicitations, solicitations and offers for the sale of the Shares, Shares shall commence upon receipt of, and shall be made in accordance with, written instructions from the Company to the Agent (which shall be substantially in the form of Exhibit A hereto and which may take the form of an exchange of any standard form of written telecommunication between the Agent and the Company) and shall continue until such time as the Company has instructed the Agent that such solicitations and offers shall be suspended in accordance with Section 8 hereof. The Company reserves the right, in its sole discretion, to instruct the Agent, at any time and from time to time after the Commencement Date (as defined in Section 7 hereof), to so commence or suspend such solicitations and offers for any period of time or permanently in accordance with the provisions of this Agreement. In soliciting purchases of the Shares from the Company by others (including customers of the Agent), the Agent will be acting for the Company and not as principal. The Agent, as the exclusive agent for the offer and sale of the Shares, will use its reasonable best efforts to sell the Shares on behalf of the Company as contemplated hereby; provided, however, that it is understood by the Company that the Agent has no obligations obligation to find purchasers of the Shares and that the Agent in its sole discretion, upon notice thereof to the Company, can suspend from time to time its efforts in offering for sale, and soliciting purchases of, the Shares. In any transaction where the Agent has acted as agent for the Company and has not purchased as principal, the Agent will use its reasonable best efforts to obtain performance by each purchaser of Shares from the Company, but the Agent will not have liability to the Company in the event any such purchase is not consummated for any reason except as may be otherwise provided by any applicable regulations and rules of the Exchanges (as defined in Section 3(a) (i) hereof) on which the transaction was executed and except that the Agent will complete the purchase in accordance with the customs of the Exchanges in the case of transactions in which the Agent has also acted as broker for the purchaser. The Company also understands that under no circumstances shall the Agent be obligated to purchase any Shares for its own account, except (i) pursuant to a Terms Agreement, (ii) as provided in the preceding sentence and (iii) except to the extent that the Agent has acted as a principal in purchasing a portion of a block as contemplated by Section 3 (a)(ii) hereof, or has made a firm commitment with the Company in connection with an offering or distribution of the type contemplated by Section 3(a) (iii) hereof that has been expressly authorized by the Company and agreed to by the Agent.
Appears in 1 contract
Samples: Sales Agency Agreement (Constellation Energy Group Inc)
Solicitations as Agent Purchases as Principal. (a) Solicitations as Agent. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, each of the Agent Agents hereby severally and not jointly agrees, as an agent of the Company, to use its reasonable best efforts to solicit offers to purchase the Shares. The Agent and the Company agree that such solicitations, and offers for the sale of the Shares, shall commence upon receipt of, and shall be made in accordance with, written instructions Notes from the Company upon the terms and conditions set forth in the General Disclosure Package and the Prospectus. So long as this Agreement shall remain in effect with respect to any Agent, the Company shall not, without the consent of such Agent, solicit or accept offers to purchase, or sell, Notes or any other debt securities with a maturity at the time of original issuance of nine months or more except pursuant to this Agreement and any Terms Agreement, or except pursuant to a private placement not constituting a public offering under the Securities Act or except in connection with a firm commitment underwriting pursuant to an underwriting agreement that does not provide for a continuous offering of medium-term debt securities. However, the Company reserves the right to sell, and may solicit and accept offers to purchase, Notes directly on its own behalf to investors (other than broker-dealers, except to the extent set forth in the next succeeding sentence). The Company may also sell Notes to an Agent (which acting as principal for its own account or for resale to one or more investors. The Company may from time to time offer Notes for sale otherwise than through an Agent; provided, however, that so long as this Agreement shall be in effect the Company shall not solicit and accept offers to purchase Notes through any agent other than an Agent without amending this Agreement to appoint such agent an additional Agent pursuant to Section 15 hereunder and without giving the Agents prior notice of such appointment; except, that if from time to time the Company is approached by a prospective agent offering to solicit a specific purchase of Notes, the Company may engage such agent with respect to such specific purchase, only if, (i) such agent is engaged on terms substantially in similar (including the form same commission schedule as set forth herein) to the applicable terms of Exhibit A hereto and which may take the form of an exchange of any standard form of written telecommunication between the Agent and the Companythis Agreement (without being required to become a party hereto) and shall continue until (ii) the Agents are given notice of such time as purchase promptly, in each case after the Company has instructed the Agent that such solicitations and offers shall be suspended in accordance with Section 8 hereofpurchase is agreed to. The Company reserves the right, in its sole discretion, to instruct the Agent, Agents to suspend at any time and from time to time after the Commencement Date (as defined in Section 7 hereof)time, to so commence or suspend such solicitations and offers for any period of time or permanently in accordance with permanently, the provisions solicitation of this Agreementoffers to purchase Notes. In soliciting purchases Upon receipt of at least one business day’s prior notice from the Shares Company, each Agent will suspend solicitation of offers to purchase Notes from the Company by others until such time as the Company has advised such Agent or Agents that such solicitation may be resumed. Each purchase of Notes shall be (including customers i) at a discount from the principal amount of the Agent), the Agent will be acting for such Notes as agreed between the Company and not such Agent or (ii) as principalotherwise agreed between the Company and such Agent. The AgentAgents are authorized to solicit offers to purchase Notes only in the principal amount of $1,000 (or, in the case of Notes not denominated in U.S. dollars, the equivalent thereof in the applicable foreign currency or composite currency, rounded down to the nearest 1,000 units of such foreign currency or composite currency) or any amount in excess thereof which is an integral multiple of $1,000 (or, in the case of Notes not denominated in U.S. dollars, 1,000 units of such foreign currency or composite currency). Each Agent shall communicate to the Company, orally or in writing, each offer to purchase Notes received by such Agent as the exclusive agent for the offer and sale of the Shares, will use that in its reasonable best efforts to sell the Shares on behalf of the Company as contemplated hereby; provided, however, that it is understood judgment should be considered by the Company. The Company that shall have the sole right to accept offers to purchase the Notes and may reject any such offer in whole or in part. Each Agent has no obligations to find purchasers of shall have the Shares and that the Agent right, in its sole discretion, upon notice thereof to reject any offer to purchase Notes, as a whole or in part, that it considers to be unacceptable and any such rejection shall not be deemed a breach of its agreements herein contained. The procedural details relating to the Company, can suspend from time to time its efforts in offering for sale, issue and soliciting purchases of, the Shares. In any transaction where the delivery of Notes sold by an Agent has acted as agent for and the Company and has not purchased as principal, the Agent will use its reasonable best efforts to obtain performance by each purchaser of Shares from the Company, but the Agent will not have liability to the Company payment therefor are set forth in the event any such purchase is not consummated for any reason except as may be otherwise provided by any applicable regulations and rules of the Exchanges Administrative Procedures (as defined in Section 3(a) (i) hereof) on which the transaction was executed and except that the Agent will complete the purchase in accordance with the customs of the Exchanges in the case of transactions in which the Agent has also acted as broker for the purchaser. The Company also understands that under no circumstances shall the Agent be obligated to purchase any Shares for its own account, except (i) pursuant to a Terms Agreement, (ii) as provided in the preceding sentence and (iii) except to the extent that the Agent has acted as a principal in purchasing a portion of a block as contemplated by Section 3 (a)(ii) hereof, or has made a firm commitment with the Company in connection with an offering or distribution of the type contemplated by Section 3(a) (iii) hereof that has been expressly authorized by the Company and agreed to by the Agenthereinafter defined).
Appears in 1 contract
Samples: Terms Agreement (Keycorp /New/)
Solicitations as Agent Purchases as Principal. (a) Solicitations as Agent. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, each of the Agent Agents hereby severally and not jointly agrees, as an agent of the Company, to use its reasonable best efforts to solicit offers to purchase the Shares. The Agent and the Company agree that such solicitations, and offers for the sale of the Shares, shall commence upon receipt of, and shall be made in accordance with, written instructions Securities from the Company to upon the Agent (which shall be substantially terms and conditions set forth in the form Prospectus, as amended or supplemented from time to time. So long as this Agreement shall remain in effect with respect to any Agent, the Company shall not, without the consent of Exhibit A hereto such Agent, solicit or accept offers to purchase, or sell, the Securities or any other debt securities with a maturity at the time of original issuance of 9 months to 30 years, except pursuant to this Agreement and which any Terms Agreement, or except pursuant to a private placement not constituting a public offering under the Securities Act or except in connection with a firm commitment underwriting pursuant to an underwriting agreement that does not provide for a continuous offering of medium-term debt securities. However, the Company reserves the right (i) to sell, and may take solicit and accept offers to purchase, the form Securities directly on its own behalf to investors (other than broker-dealers) and (ii) to accept (but not solicit) offers to purchase Securities from time to time through one or more additional agents or dealers, acting as either principal or agent, on substantially the same terms as those applicable to sales of an exchange Securities to or though the Agents pursuant to this Agreement; provided, that the Company shall provide the Agents with written notice of any standard form of written telecommunication between the Agent and each such acceptance within two business days thereof. In connection with the Company's reservation pursuant to clause (ii) and shall continue until such time as above, it is understood that the Company has instructed may respond to inquiries and requests for information from any such agents or dealers. No commission will be paid on Securities sold directly by the Agent that such solicitations and offers shall be suspended in accordance with Section 8 hereofCompany pursuant to clause (i) above. The Company reserves the right, in its sole discretion, to instruct the Agent, Agents to suspend at any time and from time to time after the Commencement Date (as defined in Section 7 hereof)time, to so commence or suspend such solicitations and offers for any period of time or permanently permanently, the solicitation of offers to purchase the Securities. Upon receipt of at least one business day's prior notice from the Company, each Agent will suspend solicitation of offers to purchase the Securities from the Company until such time as the Company has advised such Agent or Agents that such solicitation may be resumed. During the period of time that such solicitation is suspended, the Company shall not be required to deliver any opinions, letters or certificates in accordance with Sections 4(f), 4(j), 4(k) and 4(l); provided, that if the provisions Registration Statement or Prospectus is amended or supplemented during the period of this Agreement. In suspension (other than by an amendment or supplement providing solely for a change in the interest rates, redemption provisions, amortization schedules or maturities offered for the Securities or for a change that the Agents deem to be immaterial), no Agent shall be required to resume soliciting purchases of offers to purchase the Shares from Securities until the Company by others (including customers of the Agent)has delivered such opinions, the letters and certificates as such Agent will be acting for the Company and not as principalmay reasonably request. The Company agrees to pay each Agent, as the exclusive agent consideration for the offer and sale of each Security resulting from a solicitation made or an offer to purchase received by such Agent, a commission in the Shares, will use its reasonable best efforts form of a discount from the purchase price of such Security in an amount equal to sell the Shares on behalf following applicable percentage of the Company principal amount of such Security sold: COMMISSION PERCENTAGE OF AGGREGATE PRINCIPAL RANGE OF MATURITIES AMOUNT OF SECURITIES SOLD From 9 months to less than 1 year....................................... .125% From 1 year to less than 18 months...................................... .150% From 18 months to less than 2 years..................................... .200% From 2 years to less than 3 years....................................... .250% From 3 years to less than 4 years....................................... .350% From 4 years to less than 5 years....................................... .450% From 5 years to less than 6 years....................................... .500% From 6 years to less than 7 years....................................... .550% From 7 years to less than 10 years...................................... .600% From 10 years to less than 15 years..................................... .625% From 15 years to less than 20 years.................................... .700% From 20 years to and including 30 years ................................ .750% The Agents are authorized to solicit offers to purchase the Securities only in the principal amount of $1,000 or any amount in excess thereof which is an integral multiple of $1,000. Each Agent shall communicate to the Company, orally or in writing, each offer to purchase Securities received by such Agent as contemplated hereby; provided, however, agent that it is understood in its judgment should be considered by the Company. The Company that shall have the sole right to accept offers to purchase the Securities and may reject any such offer in whole or in part. Each Agent has no obligations to find purchasers of shall have the Shares and that the Agent right, in its sole discretion, upon notice thereof to reject any offer to purchase Securities, as a whole or in part, that it considers to be unacceptable and any such rejection shall not be deemed a breach of its agreements herein contained. The procedural details relating to the Company, can suspend from time to time its efforts in offering for sale, issue and soliciting purchases of, the Shares. In any transaction where the delivery of Securities sold by an Agent has acted as agent for and the Company and has not purchased as principal, the Agent will use its reasonable best efforts to obtain performance by each purchaser of Shares from the Company, but the Agent will not have liability to the Company payment therefor are set forth in the event any such purchase is not consummated for any reason except as may be otherwise provided by any applicable regulations and rules of the Exchanges Administrative Procedures (as defined in Section 3(a) (i) hereof) on which the transaction was executed and except that the Agent will complete the purchase in accordance with the customs of the Exchanges in the case of transactions in which the Agent has also acted as broker for the purchaser. The Company also understands that under no circumstances shall the Agent be obligated to purchase any Shares for its own account, except (i) pursuant to a Terms Agreement, (ii) as provided in the preceding sentence and (iii) except to the extent that the Agent has acted as a principal in purchasing a portion of a block as contemplated by Section 3 (a)(ii) hereof, or has made a firm commitment with the Company in connection with an offering or distribution of the type contemplated by Section 3(a) (iii) hereof that has been expressly authorized by the Company and agreed to by the Agenthereinafter defined).
Appears in 1 contract
Samples: Houghton Mifflin Co
Solicitations as Agent Purchases as Principal. (a) Solicitations as Agent. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, each of the Agent Agents hereby severally and not jointly agrees, as an agent of the Company, to use its reasonable best efforts to solicit offers to purchase the Shares. The Agent and the Company agree that such solicitations, and offers for the sale of the Shares, shall commence upon receipt of, and shall be made in accordance with, written instructions Securities from the Company to upon the Agent (which shall be substantially terms and conditions set forth in the form of Exhibit A hereto and which may take the form of an exchange of Prospectus as amended or supplemented from time to time. So long as this Agreement shall remain in effect with respect to any standard form of written telecommunication between the Agent and the Company) and shall continue until such time as Agent, the Company has instructed shall not, without the Agent consent of such Agent, solicit or accept offers to purchase, or sell in the United States Securities or any other substantially similar debt securities with a maturity at the time of original issuance of 9 months to 30 years except (i) pursuant to this Agreement and any Terms Agreement, (ii) pursuant to a private placement not constituting a public offering under the Securities Act, (iii) in connection with a firm commitment underwriting pursuant to an underwriting agreement that such solicitations does not provide for a continuous public offering of medium-term debt securities, or (iv) in connection with the continuous offering of asset-backed medium-term debt securities rated "AA" (or an equivalent rating) or higher by a nationally recognized statistical rating organization (as defined for purposes of Rule 436(g) under the Securities Act) (a "Rating Organization"). However, the Company reserves the right to sell, and may solicit and accept offers shall be suspended in accordance with Section 8 hereofto purchase, Securities directly on its own behalf to investors (other than broker- dealers). The Company reserves the right, in its sole discretion, to instruct the Agent, Agents to suspend at any time and from time to time after the Commencement Date (as defined in Section 7 hereof)time, to so commence or suspend such solicitations and offers for any period of time or permanently in accordance with the provisions of this Agreement. In soliciting purchases of the Shares from the Company by others (including customers of the Agent)permanently, the Agent will be acting for the Company and not as principalsolicitation of offers to purchase Securities. The Agent, as the exclusive agent for the offer and sale Upon receipt of the Shares, will use its reasonable best efforts to sell the Shares on behalf of the Company as contemplated hereby; provided, however, that it is understood by the Company that the Agent has no obligations to find purchasers of the Shares and that the Agent in its sole discretion, upon at least one business day's prior notice thereof to the Company, can suspend from time to time its efforts in offering for sale, and soliciting purchases of, the Shares. In any transaction where the Agent has acted as agent for the Company and has not purchased as principal, the Agent will use its reasonable best efforts to obtain performance by each purchaser of Shares from the Company, but the each Agent will not have liability suspend solicitation of offers to purchase Securities from the Company in until such time as the event any Company has advised such purchase is not consummated for any reason except as Agent or Agents that such solicitation may be otherwise provided by resumed. During the period of time that such solicitation is suspended, the Company shall not be required to deliver any applicable regulations and rules of the Exchanges (as defined in Section 3(a) (i) hereof) on which the transaction was executed and except that the Agent will complete the purchase opinions, letters or certificates in accordance with Sections 4(i), 4(j) and 4(k); provided that if the customs Registration Statement or Prospectus is amended or supplemented during the period of the Exchanges suspension (other than by an amendment or supplement providing solely for a change in the case of transactions in which the Agent has also acted as broker interest rates, redemption provisions, amortization schedules or maturities offered for the purchaserSecurities or for a change that the Agents deem to be immaterial), no Agent shall be required to resume soliciting of- fers to purchase Securities until the Company has delivered such opinions, letters and certificates as such Agent may reasonably request. The Company also understands that under no circumstances shall agrees to pay each Agent, as consideration for the Agent be obligated sale of each Security resulting from a solicitation made or an offer to purchase any Shares for its own accountreceived by such Agent, except (i) pursuant to a Terms Agreement, (ii) as provided commission in the preceding sentence and (iii) except form of a discount from the purchase price of such Security in an amount equal to the extent that the Agent has acted as a principal in purchasing a portion of a block as contemplated by Section 3 (a)(ii) hereof, or has made a firm commitment with the Company in connection with an offering or distribution following applicable percentage of the type contemplated by Section 3(a) (iii) hereof that has been expressly authorized by the Company and agreed to by the Agent.principal amount of such Security sold:
Appears in 1 contract
Solicitations as Agent Purchases as Principal. (a) Solicitations as Agent. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, each of the Agent Agents hereby severally and not jointly agrees, as an agent of the Company, to use its reasonable best efforts to solicit offers to purchase the Shares. The Agent and the Company agree that such solicitations, and offers for the sale of the Shares, shall commence upon receipt of, and shall be made in accordance with, written instructions Securities from the Company upon the terms and conditions set forth in the Prospectus as amended or supplemented from time to time. The Company may from time to time offer Notes for sale otherwise than through the Agents; provided, however, that so long as this Agreement shall be in effect the Company shall not solicit or accept offers to purchase, or sell, Securities or any other debt securities with a maturity at the time of original issuance of nine (9) months or more except pursuant to this Agreement and any Terms Agreement, or except pursuant to a private placement not constituting a public offering under the Securities Act or except in connection with a firm commitment underwriting pursuant to an underwriting agreement that does not provide for a continuous offering of medium-term debt securities through any other agents without amending this Agreement to appoint such agents as additional Agents hereunder on the same terms and conditions as provided herein for the Agents and without giving the Agents prior notice of such appointment. The consent of the then current Agents shall not be necessary for such purpose. In the absence of such an amendment, the Company may accept offers to purchase Notes from or through an agent other than the Agents, provided that (i) the Company shall not have solicited such offers, (ii) the Company and such agent shall have executed an agreement with respect to such purchases having terms and conditions (including, without limitation, commission rates) with respect to such purchases substantially the same as the terms and conditions that would apply to such purchases under this Agreement as if such agent was an Agent (which shall may be substantially accomplished by incorporating by reference in such agreement the form terms and conditions of Exhibit A hereto this Agreement), and which may take the form of an exchange of any standard form of written telecommunication between the Agent and the Company(iii) and shall continue until such time as the Company has instructed shall provide the Agent that Agents with a copy of such solicitations agreement following the execution thereof. However, the Company reserves the right to sell, and may solicit and accept offers shall be suspended in accordance with Section 8 hereofto purchase, Securities directly on its own behalf to investors (other than broker-dealers). The Company reserves the right, in its sole discretion, to instruct the Agent, Agents to suspend at any time and from time to time after the Commencement Date (as defined in Section 7 hereof)time, to so commence or suspend such solicitations and offers for any period of time or permanently permanently, the solicitation of offers to purchase Securities. Upon receipt of at least one business day's prior notice from the Company, each Agent will suspend solicitation of offers to purchase Securities from the Company until such time as the Company has advised such Agent or Agents that such solicitation may be resumed. During the period of time that such solicitation is suspended, the Company shall not be required to deliver any opinions, letters or certificates in accordance with Sections 4(l), 4(m) and 4(n); provided that if the provisions Registration Statement or Prospectus is amended or supplemented during the period of this Agreementsuspension (other than by an amendment or supplement providing solely for a change in the interest rates, redemption provisions, amortization schedules or maturities offered for the Securities or for a change that the Agents deem to be immaterial), including an amendment or supplement including or incorporating amended or supplemented financial information, no Agent shall be required to resume soliciting offers to purchase Securities until the Company has delivered such opinions, letters and certificates as such Agent may reasonably request. In soliciting purchases The Company agrees to pay each Agent, as consideration for the sale of each Security resulting from a solicitation made or an offer to purchase received by such Agent, a commission in the form of a discount from the purchase price of such Security in an amount equal to the following applicable percentage of the Shares from the Company principal amount of such Security sold: RANGE OF MATURITIES COMMISSION PERCENTAGE OF AGGREGATE PRINCIPAL AMOUNT OF SECURITIES SOLD From 9 months to less than 1 year................ .125% From 1 year to less than 18 months............... .150% From 18 months to less than 2 years.............. .200% From 2 years to less than 3 years................ .250% From 3 years to less than 4 years................ .350% From 4 years to less than 5 years................ .450% From 5 years to less than 6 years................ .500% From 6 years to less than 7 years................ .550% From 7 years to less than 10 years............... .600% From 10 years to less than 15 years.............. .625% From 15 years to less than 20 years.............. .675% From 20 years to 30 years........................ .750% RANGE OF MATURITIES COMMISSION PERCENTAGE OF AGGREGATE PRINCIPAL AMOUNT OF SECURITIES SOLD Greater than 30 years............................ * *As agreed to by others (including customers of the Agent), the Agent will be acting for the Company and not as principalthe applicable Agent at the time of sale. The AgentAgents are authorized to solicit offers to purchase Securities only in the principal amount of $1,000 (or, in the case of Securities not denominated in U.S. dollars, the equivalent thereof in the applicable foreign currency or composite currency, rounded down to the nearest 1,000 units of such foreign currency or composite currency) or any amount in excess thereof which is an integral multiple of $1,000 (or, in the case of Securities not denominated in U.S. dollars, 1,000 units of such foreign currency or composite currency). Each Agent shall communicate to the Company, orally or in writing, each offer to purchase Securities received by such Agent as the exclusive agent for the offer and sale of the Shares, will use that in its reasonable best efforts to sell the Shares on behalf of the Company as contemplated hereby; provided, however, that it is understood judgment should be considered by the Company. The Company that shall have the sole right to accept offers to purchase the Securities and may reject any such offer in whole or in part. Each Agent has no obligations to find purchasers of shall have the Shares and that the Agent right, in its sole discretion, upon notice thereof to reject any offer to purchase Securities, as a whole or in part, that it considers to be unacceptable and any such rejection shall not be deemed a breach of its agreements herein contained. The procedural details relating to the Company, can suspend from time to time its efforts in offering for sale, issue and soliciting purchases of, the Shares. In any transaction where the delivery of Securities sold by an Agent has acted as agent for and the Company and has not purchased as principal, the Agent will use its reasonable best efforts to obtain performance by each purchaser of Shares from the Company, but the Agent will not have liability to the Company payment therefor are set forth in the event any such purchase is not consummated for any reason except as may be otherwise provided by any applicable regulations and rules of the Exchanges Administrative Procedures (as defined in Section 3(a) (i) hereof) on which the transaction was executed and except that the Agent will complete the purchase in accordance with the customs of the Exchanges in the case of transactions in which the Agent has also acted as broker for the purchaser. The Company also understands that under no circumstances shall the Agent be obligated to purchase any Shares for its own account, except (i) pursuant to a Terms Agreement, (ii) as provided in the preceding sentence and (iii) except to the extent that the Agent has acted as a principal in purchasing a portion of a block as contemplated by Section 3 (a)(ii) hereof, or has made a firm commitment with the Company in connection with an offering or distribution of the type contemplated by Section 3(a) (iii) hereof that has been expressly authorized by the Company and agreed to by the Agenthereinafter defined).
Appears in 1 contract
Samples: Security Capital Group Inc/
