Engagement as Dealer Manager and Solicitation Agent Sample Clauses

Engagement as Dealer Manager and Solicitation Agent. (a) The Company hereby engages Morgan Stanley & Co. Incorporated and its affiliates ("Morgan Stanley") xx xoxx xxxxer manager in connection with the Offers xxx xxlx xxxxxitation agent in connection with the Solicitations (in such capacities, the "Dealer Manager"). On the basis of the representations and warranties and agreements of the Company contained in this Agreement and subject to and in accordance with the terms hereof, as Dealer Manager, you agree, in accordance with your customary practice, to perform in connection with the Offers, those services that are customarily performed by investment banking concerns in connection with similar offers and consent solicitations, including the solicitation of the exchanges, tenders and consents pursuant to the Offers. The performance by you of such services hereunder shall commence on the date of the mailing (the "Commencement Date") of the Prospectus, Letters of Transmittal and related cover letters and documents to each holder of record of the Existing Notes.
Sample 1
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Engagement as Dealer Manager and Solicitation Agent. (a) The Company hereby engages Xxxxxx Xxxxxxx & Co. Incorporated as Dealer Manager and Solicitation Agent (the “Dealer Manager”) in connection with the Tender Offer and the Solicitation. As Dealer Manager, you agree, in accordance with your customary practice, to perform in connection with the Tender Offer and the Solicitation those services that are customarily performed by investment banking concerns in connection with similar tender offers and consent solicitations, including the solicitation of tenders and Consents pursuant to the terms of the Tender Offer and the Solicitation. The performance by you of such services hereunder shall commence on the date of the mailing (the “Commencement Date”) of the Offer to Purchase and related cover letters and documents to each holder of record of the Notes.
Sample 1
Engagement as Dealer Manager and Solicitation Agent. The Company --------------------------------------------------- hereby engages you as exclusive Dealer Manager and exclusive Solicitation Agent, authorizes you to act as such in connection with the Offer and the Consent Solicitation and agrees that you shall act as an independent contractor with duties solely to the Company. As Dealer Manager and Solicitation Agent, you agree, in accordance with your customary practice, to perform those services in connection with the Offer and the Consent Solicitation as are customarily performed by investment banking concerns in connection with tender offers and consent solicitations of like nature, including but not limited to, soliciting the Notes sought to be purchased by the Company pursuant to the Offer and soliciting the Consents sought by the Company pursuant to the Consent Solicitation.
Sample 1
Engagement as Dealer Manager and Solicitation Agent. The Company hereby engages you as exclusive Dealer Manager and exclusive Solicitation Agent, authorizes you to act as such in connection with the Exchange Offer and the Consent Solicitation and agrees that you shall act as an independent contractor with duties solely to the Company. As Dealer Manager and Solicitation Agent, you agree, in accordance with your customary practice, to perform those services in connection with the Exchange Offer and Consent Solicitation as are customarily performed by investment banking concerns in connection with exchange offers and consent solicitations of like nature, including but not limited to soliciting the holders of the Old Securities sought to be exchanged by the Company pursuant to the Exchange Offer and soliciting the Consents sought by the Company pursuant to the Consent Solicitation.
Sample 1

Related to Engagement as Dealer Manager and Solicitation Agent

  • Dealer Manager Agreement By Dealer’s acceptance of this Agreement, Dealer will become one of the “Participating Dealers” referred to in the Dealer Manager Agreement and will be entitled and subject to the terms and conditions of the Dealer Manager Agreement, including, but not limited to, Section 8.4 of the Dealer Manager Agreement (or, in the event of a Follow-On Offering, the equivalent section of the applicable Follow-On Dealer Manager Agreement) wherein the Dealers severally agree to indemnify and hold harmless the Company, the Dealer Manager and each of their respective Indemnified Parties. Dealer hereby agrees to solicit, as an independent contractor and not as the agent of the Dealer Manager or of the Company (or their affiliates), persons acceptable to the Company to purchase the Shares pursuant to the subscription agreement in the form attached to the Prospectus and in accordance with the terms of the Prospectus or, in the event of a Follow-On Offering, the prospectus (a “Follow-On Prospectus”) and the subscription agreement applicable to such Follow-On Offering. Dealer hereby agrees to use its best efforts to sell the Shares for cash on the terms and conditions stated in the Prospectus (and, in the event of a Follow-On Offering, the applicable Follow-On Prospectus). Nothing in this Agreement shall be deemed or construed to make Dealer an employee, agent, representative or partner of the Dealer Manager, or the Company, and Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in the Prospectus (or the applicable Follow-On Prospectus) and such other printed sales literature or other materials furnished to Dealer by the Dealer Manager, provided that the use of such sales literature and other materials has been approved for use in advance by the Company and all appropriate regulatory agencies (“Supplemental Information”).

  • PROMOTION OF DEALER MANAGER RELATIONSHIP The Company and the Dealer Manager will cooperate with each other in good faith in connection with the promotion or advertisement of their relationship in any release, communication, sales literature or other such materials and shall not promote or advertise their relationship without the approval of the other party in advance, which shall not be unreasonably withheld or delayed.

  • Dealer Manager Fee The dealer manager fee payable to the Dealer Manager for serving as the dealer manager for the Offering and reallowable to Soliciting Dealers with respect to Shares sold by them, as described in the Corporation’s Prospectus.

  • Dealer Manager Behringer Securities LP, an Affiliate of the Advisor, or such Person selected by the Board to act as the dealer manager for an Offering.

  • SELECTED DEALER AND SELECTED AGENT AGREEMENTS NLD shall have the right to enter into selected dealer agreements with securities dealers of its choice ("selected dealers") and selected agent agreements with depository institutions and other financial intermediaries of its choice ("selected agents") for the sale of Shares and to fix therein the portion of the sales charge, if any, that may be allocated to the selected dealers or selected agents; provided, that the Trust shall approve the forms of agreements with selected dealers or selected agents and shall review and approve the compensation set forth therein. A form selling agreement for the Funds is attached hereto. Selected dealers and selected agents shall resell Shares of the Funds at the public offering price(s) set forth in the Prospectus relating to the Shares. Within the United States, NLD shall offer and sell Shares of the Funds only to selected dealers that are members in good standing of FINRA.

  • DEALER-MANAGER COMPENSATION (i) Subject to the discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 3(d) and Section 3(c), the Company agrees to pay the Dealer Manager selling commissions (“Selling Commissions”) in the amount of seven percent (7.0%) of the selling price of each Primary Share for which a sale is completed. Alternatively, if a particular Soliciting Dealer elects to receive Selling Commissions equal to seven and one-half percent (7.5%) in accordance with the Soliciting Dealers Agreement, subject to Section 3(c), then, with respect to the applicable sale, the Company agrees to pay the Dealer Manager Selling Commissions in the amount of seven and one-half percent (7.5%) of the selling price of each Primary Share for which a sale is completed, two and one-half percent (2.5%) of which Selling Commissions shall be payable at the time of such sale and one percent (1%) of which shall be paid on each anniversary of the closing of such sale up to and including the fifth anniversary of the closing of such sale. No Selling Commissions will be paid for sales of DRP Shares, and Selling Commissions may be reduced or eliminated on certain sales of Shares, including the reduction or elimination of Selling Commissions in accordance with, and on the terms set forth in, the Prospectus. The Dealer Manager will reallow all the Selling Commissions, subject to federal and state securities laws, to the Soliciting Dealer who sold the Primary Shares, as described more fully in the Soliciting Dealers Agreement. In no event shall the Dealer Manager be entitled to payment of any compensation in connection with a sale pursuant to the Offering that is not completed according to this Agreement; provided, however, that the reimbursement of out-of-pocket accountable expenses actually incurred by the Dealer Manager or Person associated with the Dealer Manager shall not be presumed to be unfair or unreasonable and shall be payable under normal circumstances.

  • DEALER MANAGER INFORMATION Prior to the initial Effective Date, the parties will expressly acknowledge and agree as to the information furnished to the Company by the Dealer Manager expressly for use in the Registration Statement.

  • Appointment of Manager as Selling Agent; Terms Agreement For purposes of selling the Shares through the Manager, the Company hereby appoints the Manager as exclusive agent of the Company for the purpose of selling the Shares of the Company pursuant to this Agreement and the Manager agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. The Company agrees that, whenever it determines to sell the Shares directly to the Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 2 of this Agreement.

  • Relationship Among Underwriters and Selected Dealers We shall have full authority to take such actions as we deem advisable in all matters pertaining to any Offering under this Master SDA. You are not authorized to act as an agent for us, any Underwriter or the Issuer or other Seller of any Securities in offering Securities to the public or otherwise. Neither we nor any Underwriter will be under any obligation to you except for obligations assumed hereby or in any Wire from us in connection with any Offering, and no obligations on our part as the Manager will be implied hereby or inferred herefrom. Nothing contained in this Master SDA or any Wire shall constitute the Selected Dealers an association or partners with us or any Underwriter or with one another, and the obligations of you and each of the other Selected Dealers or any of the Underwriters are several and not joint. If the Selected Dealers, among themselves, with us or with the Underwriters, should be deemed to constitute a partnership for federal income tax purposes, then you elect to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agree not to take any position inconsistent with such election. You authorize the Manager, in its discretion, to execute on your behalf such evidence of such election as may be required by the U.S. Internal Revenue Service. In connection with any Offering, you will be liable for your proportionate share of the amount of any tax, claim, demand or liability that may be asserted against you alone or against one or more Selected Dealers participating in such Offering, or against us or the Underwriters, based upon the claim that the Selected Dealers, or any of them, constitute an association, an unincorporated business or other entity, including, in each case, your proportionate share of the amount of any expense (including attorneys’ fees and expenses) incurred in defending against any such tax, claim, demand or liability.

  • Placement Agent It will purchase the Subordinated Note(s) directly from the Company and not from the Placement Agent and understands that neither the Placement Agent nor any other broker or dealer has any obligation to make a market in the Subordinated Notes.

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