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 Company. 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 Company, 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 Company reserves the right, in its sole discretion, to suspend solicitation of offers to purchase the Notes commencing at any time for any period of time or permanently. The Company shall timely deliver notice to the Agent of its decision to suspend solicitations. Upon receipt of instructions (which may be given orally) from the Company, the Agent will suspend promptly solicitation of offers to purchase until such time as the Company has advised the Agent that such solicitation may be resumed. Unless otherwise instructed by the Company, 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 Company. Unless otherwise instructed by the Company, the Agent shall communicate to the Company, 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 Company 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 Company agrees 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 between the Company and the Agent at the time of the sale of Notes. In the absence of such an agreement, such commission will be an amount, equal to the percentages of the initial offering price of each Note actually sold, between 0.125% and 0.750% (the “Concession”); provided, however, that the Company and the Agent also may agree to a Concession greater than or less than the percentages set forth above. The actual aggregate Concession with respect to each series of Notes will be set forth in the related Pricing Supplement. The Agent and any other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized by the Company, all Notes shall be sold to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any, with the exception of Notes that bear a zero interest rate and are issued at a substantial discount from the principal amount payable at the Maturity Date (a “Zero-Coupon Note”). Such Zero-Coupon Notes shall be sold to the public at a purchase price no greater than an amount, expressed as a percentage of the principal face amount of such Notes, equal to the net proceeds to the Company on the sale of such Notes, plus the Concession, plus accrued interest, if any. Such purchase price shall be set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing Supplement. Procedural details relating to the issue and delivery of, and the solicitation of purchases and payment for, the Notes are set forth in the Administrative Procedures attached hereto as Schedule C (the “Procedures”), as amended from time to time. Unless otherwise provided in a Terms Agreement, the provisions of the Procedures shall apply to all transactions contemplated hereunder. The Agent and the Company each agree to perform the respective duties and obligations specifically provided to be performed by each in the Procedures as amended from time to time. The Procedures may only be amended by written agreement of the Company and the Representative.
Appears in 2 contracts
Samples: Distribution Agreement (Jefferies Financial Group Inc.), Distribution Agreement (Jefferies Financial Group Inc.)
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 CompanyIssuers. 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 CompanyIssuers, 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 Company reserves Issuers reserve the right, in its their sole discretion, to suspend solicitation of offers to purchase the Notes commencing at any time for any period of time or permanently. The Company Issuers shall timely deliver notice to the Agent of its their decision to suspend solicitations. Upon receipt of instructions (which may be given orally) from the CompanyIssuers, the Agent will suspend promptly solicitation of offers to purchase until such time as the Company has Issuers have advised the Agent that such solicitation may be resumed. Unless otherwise instructed by the CompanyIssuers, 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 CompanyIssuers. Unless otherwise instructed by the CompanyIssuers, the Agent shall communicate to the CompanyIssuers, 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 Company 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 Company agrees 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 between among the Company Issuers and the Agent at the time of the sale of Notes. In the absence of such an agreement, such commission will be an amount, equal to the percentages of the initial offering price of each Note actually sold, between 0.125% and 0.750% (the “Concession”); provided, however, that the Company Issuers and the Agent also may agree to a Concession greater than or less than the percentages set forth above. The actual aggregate Concession with respect to each series of Notes will be set forth in the related Pricing Supplement. The Agent and any other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized by the CompanyIssuers, all Notes shall be sold to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any, with the exception of Notes that bear a zero interest rate and are issued at a substantial discount from the principal amount payable at the Maturity Date (a “Zero-Coupon Note”). Such Zero-Coupon Notes shall be sold to the public at a purchase price no greater than an amount, expressed as a percentage of the principal face amount of such Notes, equal to the net proceeds to the Company Issuers on the sale of such Notes, plus the Concession, plus accrued interest, if any. Such purchase price shall be set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing Supplement. Procedural details relating to the issue and delivery of, and the solicitation of purchases and payment for, the Notes are set forth in the Administrative Procedures attached hereto as Schedule C (the “Procedures”), as amended from time to time. Unless otherwise provided in a Terms Agreement, the provisions of the Procedures shall apply to all transactions contemplated hereunder. The Agent and the Company Issuers each agree to perform the respective duties and obligations specifically provided to be performed by each in the Procedures as amended from time to time. The Procedures may only be amended by written agreement of the Company Issuers and the Representative.
Appears in 2 contracts
Samples: Distribution Agreement (Jefferies Group Capital Finance Inc.), Distribution Agreement (Jefferies Group Capital Finance Inc.)
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 Company. 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 Company, 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 Company reserves the right, in its sole discretion, to suspend solicitation of offers to purchase the Notes commencing at any time for any period of time or permanently. The Company shall timely deliver notice to the Agent of its decision to suspend solicitations. Upon receipt of instructions (which may be given orally) from the Company, the Agent will suspend promptly solicitation of offers to purchase until such time as the Company has advised the Agent that such solicitation may be resumed. Unless otherwise instructed by the Company, the Agent is Agents are authorized to solicit offers to purchase the Notes Securities only in denominations of $1,000 or more (as are specified in multiples of $1,000). The Agent is not authorized to appoint subagents or to engage the services of Prospectus and any other broker or dealer in connection with the offer or sale of the Notes without the consent of then applicable Permitted Free Writing Prospectus, if any, at a purchase price as shall be specified by the Company. Unless otherwise instructed by the Company, the Each Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Notes solicited Securities received by such Agent on it as an agency basis, other than those offers rejected by the Agent. The Company shall have the sole right to accept offers to purchase Notes the Securities and may reject any proposed offers to purchase Notes as a such offer in whole or in part. If the Company accepts or rejects an offer, in whole or in part, the Company will promptly notify the applicable Agent. Each Agent shall have the right, in its discretion reasonably exercised, to reject any proposed offer to purchase of Notesthe Securities received by it, as a in whole or in part, and any such rejection shall not be deemed a breach of its agreements agreement contained herein. The Company agrees to pay In connection with the Agent, as consideration for soliciting solicitation of offers to purchase Notes pursuant Securities, the Agents are not authorized to a Terms Agreement, a commission in an amount to be agreed between the Company and the Agent at the time of the sale of Notes. In the absence of such an agreement, such commission will be an amount, equal to the percentages of the initial offering price of each Note actually sold, between 0.125% and 0.750% (the “Concession”); provided, however, that the Company and the Agent also may agree to a Concession greater than or less than the percentages set forth above. The actual aggregate Concession with respect to each series of Notes will be set forth in the related Pricing Supplement. The Agent and provide any other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized by the Company, all Notes shall be sold to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any, with the exception of Notes that bear a zero interest rate and are issued at a substantial discount from the principal amount payable at the Maturity Date (a “Zero-Coupon Note”). Such Zero-Coupon Notes shall be sold to the public at a purchase price no greater than an amount, expressed as a percentage of the principal face amount of such Notes, equal to the net proceeds written information relating to the Company on to any prospective purchaser other than the sale of such Notes, plus the Concession, plus accrued interestProspectus and any then applicable permitted Free Writing Prospectus, if any. Such The purchase price price, interest rate, maturity date and other terms of the Securities agreed upon by the Company shall be set forth in a Pricing Supplement to the confirmation statement Prospectus to be prepared and distributed upon each acceptance by the Company of an offer to purchase Securities. Except as may be otherwise provided in any Pricing Supplement to the Prospectus, the Securities will be issued in denominations of U.S. $1,000 or any amount in excess thereof which is an integral multiple of U.S. $1,000. Each Agent acknowledges and agrees that any funds which such Agent receives in respect of a purchase of Securities, which purchase has been solicited by such Agent, as agent of the Agent Company, will be received, held and disposed of by such Agent, as agent of the Company. No Security which the Company has agreed to sell pursuant to this Agreement shall be deemed to have been purchased and paid for, or Selected Dealer responsible for sold by the Company, until such sale and Security shall have been delivered to the purchaser along with a copy of the Prospectus (if thereof against payment by such purchaser. The Company shall not previously delivered) and Pricing Supplement. Procedural details relating to the issue and delivery of, and sell or approve the solicitation of purchases and payment for, offers for the Notes are set forth purchase of Securities in excess of the Administrative Procedures attached hereto as Schedule C (amount which shall be authorized by the “Procedures”), as amended Company from time to timetime or in excess of the aggregate initial offering price of Securities registered pursuant to the Registration Statement. Unless The Agents shall have no responsibility for maintaining records with respect to the aggregate initial offering price of Securities sold, or of otherwise provided monitoring the availability of Securities for sale, under the Registration Statement. Each Agent shall use its reasonable best efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Securities from the Company has been solicited by such Agent and accepted by the Company, but such Agent shall have no liability to the Company in the event that any such purchase is not consummated for any reason (other than a Terms breach by such Agent of its obligations under this Agreement). If the Company shall default on its obligation to deliver Securities to a purchaser whose offer has been solicited by such Agent on an agency basis and accepted by the Company, the provisions Company shall hold such Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company. The Company and the Agents agree that any Securities, the placement of which an Agent arranges as an agent of the Procedures Company, shall apply to all transactions contemplated hereunder. The be placed by such Agent in reliance on the representations, warranties, covenants and the Company each agree to perform the respective duties and obligations specifically provided to be performed by each in the Procedures as amended from time to time. The Procedures may only be amended by written agreement agreements of the Company contained herein and on the Representativeterms and conditions and in the manner provided herein.
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