Appointment of Dealer Manager. The Company hereby appoints the Dealer Manager as its agent and dealer manager during the period (the “Offering Period”) commencing with the date hereof and ending on the termination of this Agreement pursuant to the terms hereof (the “Termination Date”) to cause Participating Broker-Dealers to solicit purchasers of Primary Shares in each Offering at the purchase price to be paid in accordance with, and otherwise upon the other terms and conditions set forth in, the Prospectus with respect to each Offering and any additional terms or conditions specified in Schedule 1 to this Agreement, as it may be amended from time to time, and the Dealer Manager agrees to use its best efforts to cause Participating Broker-Dealers to procure purchasers of Primary Shares during the Offering Period. The Primary Shares offered and sold through the Dealer Manager under this Agreement shall be offered and sold only by any Participating Broker-Dealers whom the Dealer Manager may retain, each of which shall be members of FINRA in good standing, pursuant to an executed Participating Broker-Dealer Agreement with such Participating Broker-Dealer. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Primary Shares on said terms and conditions.
Appointment of Dealer Manager. The City and the Authority hereby appoint Xxxxx Fargo Bank, N.A. (“Xxxxx Fargo”) as dealer manager for the Tender/Exchange Program (the “Dealer Manager”) and authorizes the Dealer Manager to act on the Authority’s behalf in accordance with the terms of the Tender/Exchange Documents. In connection therewith, the Dealer Manager agrees, in accordance with its customary practice, to perform those services in connection with the Tender/Exchange Program as are customarily performed by investment banks in connection with tender offers of like nature, including, without limitation, using reasonable efforts to solicit tenders of Target Bonds in the United States pursuant to the Tender/Exchange Program and communicating generally in the United States regarding the Tender/Exchange Program with brokers, dealers, commercial banks and trust companies and other holders of the Target Bonds. Pursuant to the Invitation, each Bondowner who participates in the Exchange Invitation must be either (i) a sophisticated municipal market professional as defined in Rule D-15 of the Municipal Securities Rulemaking Board or (ii) a “qualified institutional buyer” within the meaning of Rule 144a promulgated under the Securities Act of 1933, as amended, all as more particularly set forth in the Invitation. The parties acknowledge and agree that the Dealer Manager may perform certain of its services contemplated hereby through its affiliates and any of its affiliates performing services hereunder shall be entitled to the benefits and be subject to the terms and conditions of this Agreement. The City and the Authority acknowledge that they, together with their municipal advisor, will make the final determination of the Target Bonds to be accepted for purchase or exchange pursuant to the Tender/Exchange Program, and the terms applicable thereto. The City and the Authority have approved and prepared the Tender/Exchange Documents and are solely responsible for the Tender/Exchange Documents and authorize the Dealer Manager to use the Tender/Exchange Documents in connection with the solicitation of offers to tender Target Bonds for purchase or exchange as described in the Tender/Exchange Documents. The City and the Authority shall have sole authority for acceptance or rejection of any and all tenders of Target Bonds. The Dealer Manager agrees to furnish no written material to holders of the Target Bonds in connection with the Tender/Exchange Program other than the Tender/Exchange Documents. The ...
Appointment of Dealer Manager. (a) The Company hereby appoints you and authorizes you to act as the exclusive dealer manager (the “Dealer Manager”) to the Company in connection with the Exchange Offer. On the basis of the representations, warranties and agreements contained in this Agreement, you hereby accept such appointment upon the terms and subject to the conditions set forth in this Agreement, until the earlier of (a) the termination by either party of this Agreement in accordance herewith and (b) the Settlement Date (as defined below). As Dealer Manager, you agree, in accordance with your customary practice, to use your customary reasonable efforts to solicit Old Notes to be surrendered for exchange pursuant to the terms of the Exchange Offer from “qualified institutional buyers” (as that term is defined in Rule 144A under the Securities Act (as defined below)) and to perform those services in connection with the Exchange Offer as are customarily performed by dealer managers in connection with exchange offers of like nature.
Appointment of Dealer Manager. The Company hereby appoints the Dealer-Manager, on all the terms and conditions hereinafter set forth, as the Company's exclusive agent to use its best efforts to sell on behalf of the Company the Notes.
Appointment of Dealer Manager. (a) The Company hereby appoints you and authorizes you to act as the exclusive dealer manager (the “Dealer Manager”) to the Company in connection with the Offers. On the basis of the representations, warranties and agreements contained in this Agreement, you hereby accept such appointment upon the terms and subject to the conditions set forth in this Agreement, until the earlier of (a) the termination by either party of this Agreement in accordance herewith and (b) the 8.50% Settlement Date (as defined below). As Dealer Manager, you agree, in accordance with your customary practice, to use your customary reasonable efforts to solicit Outstanding Notes to be surrendered for purchase or exchange pursuant to the terms of the Offers and to perform those services in connection with the Offers as are customarily performed by dealer managers in connection with exchange offers of like nature.
Appointment of Dealer Manager. The District hereby appoints Xxxxxxx Xxxxx & Co. LLC (the “Dealer Manager”) as the exclusive dealer manager in connection with the Tender Offer and authorizes the Dealer Manager to act on its behalf in accordance with this agreement (this “Agreement”) and the terms of the Offer Material. The Dealer Manager hereby accepts such appointment. The District has prepared the Offer Material and authorizes the Dealer Manager and any other securities dealer or any commercial bank or trust company to use the Offer Material in connection with the Tender Offer. The Dealer Manager agrees to furnish no written material to holders of Bonds in connection with the Tender Offer other than the Offer Material. The District has engaged Globic Advisors as information agent and tender agent (the “Information Agent” and “Tender Agent”), and authorizes and directs the Dealer Manager to communicate regularly with The Depository Trust Company (“DTC”), the Information Agent and Tender Agent and The Bank of New York Mellon Trust Company, N.A., as trustee for the Bonds, as to the principal amount of Bonds that have been tendered for purchase pursuant to the Tender Offer and such other matters in connection with the Tender Offer as the Dealer Manager may reasonably request. It is understood that nothing in this Agreement nor the nature of the Dealer Manager’s services shall be deemed to create a fiduciary or agency relationship between the Dealer Manager and the District. The Dealer Manager has disclosed to the District that it owns a portion of the Bonds for its own account. Therefore, the District acknowledges that it, together with its financial advisor, will make the final determination of the price or price range for the Tender Offer.
Appointment of Dealer Manager. Metro-Xxxxxxx-Xxxxx, Inc., a Delaware ----------------------------- corporation, proposes to distribute (the "Rights Offering") to holders of record of its common stock, $.01 par value per share (the "Common Stock") as of the close of business on __________________, 1998 (the "Record Date"), at no charge to such holders, transferable rights (the "Rights") to subscribe for and purchase, at the election of the holders of the Rights (the "Rights Holders"), up to an aggregate of ________________ shares of Common Stock (the "Underlying Shares") at a subscription price of $_______ per share (the "Subscription Price"). Holders of the Common Stock will receive _______ Right(s) for each share of Common Stock held as of the Record Date. Each Right consists of a basic subscription privilege under which the Rights Holders may purchase one share of Common Stock for each Right held. In addition, Rights Holders who exercise their basic subscription privilege in full will be eligible to subscribe for additional shares of Common Stock as described in the Registration Statement, as defined below. It is anticipated that the Rights will be exercisable for a period of _____ days (the "Subscription Period"), subject to extension by the Company, and that through the next to last day in such period, the Rights will be eligible for trading on the New York Stock Exchange (the "NYSE"). The Rights and the Underlying Shares are referred to herein as the "Securities." This Dealer Manager Agreement, as amended, supplemented or modified from time to time, is referred to herein as this "Agreement." The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Securities Act"), a registration statement, including a prospectus, relating to the Securities. The registration statement as amended at the time when it shall become effective, or, if a post- effective amendment is filed with respect thereto, as amended by such post- effective amendment at the time of its effectiveness, is referred to in this Agreement as the "Registration Statement", and the prospectus included therein at the time the Registration Statement was declared effective is the Rights Offering Prospectus. Any reference in this Agreement to the Registration Statement, any preliminary Rights Offering Prospectus or the Rights Offering Pr...
Appointment of Dealer Manager. The Company hereby appoints Xxxxxxx, Xxxxx & Co. as dealer manager (the “Dealer Manager” or “you”) in connection with the Exchange Offer and authorizes you to act on its behalf in accordance with this agreement and the terms of the Offer Material, which Offer Material has been prepared by, or with the approval of, the Company, and has been or will be filed with the Securities and Exchange Commission (the “Commission”) pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder). The Company authorizes you and any other securities dealer or any commercial bank or trust company to use the Offer Material in connection with the solicitation of tenders and consents pursuant to the Exchange Offer. You agree to furnish no written material to holders in connection with the solicitation of tenders and consents pursuant to the Exchange Offer other than the Offer Material. Any written communication made in connection with or relating to the Exchange Offer in reliance on Rule 165 of the Securities Act, and filed by the Company with the Commission pursuant to Rule 425 under the Securities Act, is referred to herein as “Rule 165 Material.” It is understood that nothing in this agreement nor the nature of your services shall be deemed to create a fiduciary or agency relationship between you and the Note Parties. The Note Parties acknowledge that you and your affiliates are engaged in a broad range of securities activities and financial services. In the ordinary course of business, you or your affiliates (i) may at any time hold long or short positions, and may trade or otherwise effect transactions, for your own account or the accounts of customers, in debt or equity securities of the Note Parties, their affiliates or any other company that may be involved in the transactions contemplated hereby and (ii) may at any time be providing or arranging financing and other financial services to companies that may be involved in a competing transaction.
Appointment of Dealer Manager. The Company appoints Smitx Xxxxxx xx the exclusive dealer manager in connection with the Offer and Smitx Xxxxxx xxxepts that appointment. The Company also authorizes Smitx Xxxxxx xx form and manage a group of securities dealers (each, a "Selling Group Member," and,
Appointment of Dealer Manager. The Company hereby appoints you as dealer manager in connection with the Exchange Offer (the “Dealer Manager”) and authorizes you to act on its behalf in accordance with this Agreement and the terms of the Exchange Offer Material, which Exchange Offer Material has been prepared or approved by the Company and has been or will be filed with the Commission pursuant to the requirements of the Securities Act and the 1934 Act, and authorizes you and any other securities dealer or any commercial bank or trust company to use the Exchange Offer Material in connection with the Dealer Manager’s solicitation that Convertible Notes be surrendered for exchange pursuant to the terms of the Exchange Offer. You agree to furnish no written material to holders in connection with the Exchange Offer other than the Exchange Offer Material.
