Agreement to Act as Dealer Manager Sample Clauses

Agreement to Act as Dealer Manager. (a) On the basis of the representations and warranties contained herein, and subject to the terms and conditions of the Offer:
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Agreement to Act as Dealer Manager. (a) On the basis of the representations and warranties contained herein, and subject to the terms and conditions of the Offer: (i) The Fund hereby appoints the Dealer Manager to solicit the exercise of Rights and authorizes the Dealer Manager to sell Shares purchased by the Dealer Manager from the Fund through the exercise of Rights as described herein in accordance with the Securities Act, the Investment Company Act and the Exchange Act; the Fund hereby authorizes the Dealer Manager to form and manage a group of selling broker-dealers (each a “Selling Group Member” and, collectively, the “Selling Group”) that enter into a Selling Group Agreement with the Dealer Manager in the form attached hereto as Exhibit A to solicit the exercise of Rights and to sell Shares purchased by the Selling Group Member from the Dealer Manager as described herein; and the Fund hereby authorizes other soliciting broker-dealers (each a “Soliciting Dealer” and, collectively, the “Soliciting Dealers”) that enter into a Soliciting Dealer Agreement with the Dealer Manager in the form attached hereto as Exhibit B to solicit the exercise of Rights. The Dealer Manager hereby agrees to solicit the exercise of Rights in accordance with its customary practice subject to the terms and conditions of this Agreement, the procedures described in the Registration Statement, the Prospectus and, where applicable, the terms and conditions of such Selling Group Agreement or Soliciting Dealer Agreement; and the Dealer Manager hereby agrees to form and manage the Selling Group to solicit the exercise of Rights and to sell Shares to the Selling Group purchased by the Dealer Manager from the Fund through the exercise of Rights as described herein in accordance with its customary practice subject to the terms and conditions of this Agreement, the procedures described in the Registration Statement, the Prospectus and, where applicable, the terms and conditions of the Selling Group Agreement. (ii) The Fund hereby authorizes the Dealer Manager to buy, facilitate the sale of and exercise Rights, including unexercised Rights delivered to the Subscription Agent for resale and Rights of Record Date Shareholders whose record addresses are outside the United States held by the Subscription Agent for which no instructions are received, on the terms and conditions set forth in such Prospectus, and to sell Shares to the public or to Selling Group Members at the offering price set by the Dealer Manager from time to ...
Sample 1
Agreement to Act as Dealer Manager. (a) The Company intends to commence the Exchange Offer as soon as practicable after the Registration Statement becomes effective under the Securities Act by mailing the Prospectus, the related Letters of Transmittal and such of the other Offering Materials as is required or as the Company elects to each holder of Universal Stock (the date of the commencement of such mailing being herein called the "Commencement Date"). Thereafter, to the extent practicable until the expiration of the Exchange Offer, the Company will use its best efforts to cause copies of such material and a return envelope to be mailed to each person who becomes a holder of record of any shares of Universal Stock.
Sample 1
Agreement to Act as Dealer Manager. Each of the Issuers hereby retains you, and you agree to act, as the exclusive dealer manager ("you" or the "Dealer Manager") to the Issuers in connection with the Tender Offers, until the earlier of (i) December 31, 1997 and (ii) (A)in the case of the Subordinated Notes Tender Offer, the date of the consummation (the "Subordinated Notes Closing") of the Subordinated Notes Tender Offer (the "Subordinated Notes Closing Date") and (B) in the case of the Discount Notes Tender Offer, the date of the consummation (the "Discount Notes Closing") of the Discount Notes Tender Offer (the "Discount Notes Closing Date"). As Dealer Manager, you agree, in accordance with your customary practices, to perform diligently those services in connection with the Tender Offers 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 tenders and consents pursuant to the Tender Offers and Consent Solicitations and communicating generally regarding the Tender Offers with brokers, dealers, commercial banks and trust companies and other persons, including the holders of the Notes. You agree to act in accordance with the Tender Offer Materials and agree to furnish no other written materials to any person in connection with the Tender Offers without our consent.
Sample 1
Agreement to Act as Dealer Manager a. On the basis of the representations and warranties contained herein, and subject to the terms and conditions of the Offer the Company hereby appoints the Dealer Manager to solicit the exercise of Rights. The Dealer Manager hereby agrees to solicit the exercise of Rights in accordance with the Securities Act and the Exchange Act, and customary practice subject to the terms and conditions of this Agreement, the procedures described in the Registration Statement and the Prospectus.
Sample 1

Related to Agreement to Act as Dealer Manager

  • Agreement to Act as Placement Agent (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares pursuant to the Company’s registration statement on Form S-3, as amended (File No. 333-267211) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Purchasers. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants shall be made at the closing (the “Closing” and the date on which the Closing occurs, the “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the Shares to be electronically delivered to the applicable Purchaser and payment shall be made by the Placement Agent (or their clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, the Company shall pay to the Placement Agent the fees and expenses set forth below:

  • 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.

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