Appointment as Dealer Manager. On the basis of the representations, warranties and covenants contained in this Agreement, but subject to the terms and conditions set forth herein:
(a) The Managing Partner hereby appoints you during the Offering Period (as defined below) for both Partnerships as exclusive agent to form and manage a group of securities brokers or dealers selected by you, each of which shall be registered under the Securities Exchange Act of 1934 (the "Soliciting Dealers") and be a member in good standing with the National Association of Securities Dealers, Inc. to assist you in the distribution and sale of Interests. The "Offering Period" (as such term is used in this Agreement) for Interests in Mewbxxxxx Xxxrgy Partners 99-A, L.P. will commence on or about the date on which the Registration Statement is declared effective and will end no later than November 5, 1999. The Offering Period for Interests in Mewbxxxxx Xxxrgy Partners 00-A, L.P. will commence on , and end no later than December 31, 2000. MD has the right in its sole and absolute discretion to terminate the offering of Interests and end an Offering Period at any time.
(b) The Managing Partner hereby gives you, as Dealer Manager, the right to solicit subscriptions of the Interests directly only in states where you have registered as a broker-dealer under such states' blue sky laws. Such subscriptions shall be evidenced by execution by the prospective investor of a Subscription Agreement. It is understood that no sale shall be regarded as effective unless and until accepted by the Managing Partner on behalf of a Partnership. The Managing Partner reserves the right in its sole discretion to refuse to sell a Interest to any person at any time for any reason, without liability to it or to you.
(c) You hereby accept appointment as a Dealer Manager and agree on the terms and conditions set forth in this Agreement to use your reasonable efforts to solicit subscriptions for the Interests during each Offering Period and until the earlier of (i) the termination of the last Offering Period or (ii) the last Closing (as hereinafter defined). Neither your acceptance of that appointment nor this Agreement shall constitute you and MD or a Partnership as an association, partnership, unincorporated business or other separate entity.
(d) The price at which the Interests are to be offered shall be $1,000 per Interest payable upon the terms set forth in the Prospectus: provided, however, that the minimum purchase shall be five (5) In...
Appointment as Dealer Manager. We hereby authorize you to act as the Dealer-Manager during the Offering Period and, on a “best efforts” (and not “firm commitment”) basis only, to offer Interests directly, and to enter into Selling Dealer Agreements on behalf of the Partnership authorizing each such Selling Dealer to offer, to potential investors which (a) satisfy the investor suitability standards (i) as set forth in the Prospectus, (ii) as provided under applicable State laws and (iii) as provided in the rules of FINRA and (b) are acceptable to the Partnership (the “Eligible Investors”). As Dealer-Manager, you agree to act as an independent contractor and not as our agent or as agent for the Partnership in connection with your solicitation of subscriptions for Interests and will be responsible for assuring that each investor satisfies all such suitability requirements. You hereby agree that you will not make representations or give information which is not (x) contained in the Prospectus or in supplemental sales literature specifically authorized for use in the manner described in Section 5 of this Agreement or (y) consistent with the representations and information contained therein.
Appointment as Dealer Manager. The Company hereby appoints you as the dealer-manager (the “Dealer Manager”) and authorizes you to act as such in connection with the Rights Offering. On the basis of the representations, warranties and covenants of the Company contained herein, you agree to act as Dealer Manager in connection with the Rights Offering. As Dealer Manager, you agree, in accordance with your customary practice, to perform those services in connection with the Rights Offering as are customarily performed by investment banking firms in connection with acting as dealer manager for a rights offering of like nature, including using reasonable efforts to solicit the exercise of the Rights and subscriptions for the Rights Shares pursuant to the Rights Offering and to communicate with brokers, dealers, commercial banks and trust companies with respect to the Rights Offering. The Company further authorizes you to communicate with Computershare Trust Company, N.A., in its capacity as subscription agent (the "Subscription Agent"), with respect to matters relating to the Transactions. The Company has instructed the Subscription Agent to advise you upon your request as to the number of Rights Shares to be issued pursuant to the exercise of Rights that Rights Holders have executed and delivered to the Subscription and Information Agent pursuant to the Rights Offering and as to such other matters in connection with the Rights Offering as you may reasonably request. The Company further authorizes you to communicate with MacKenzie Partners, Inc., in its capacity as information agent (the "Information Agent"), with respect to matters relating to the Transactions.
Appointment as Dealer Manager. The Company hereby appoints Macquarie Capital (USA) Inc. (“MCUSA”) as sole dealer-manager in connection with the Offers (in such capacity, the “Dealer-Manager”), and the Company hereby authorizes MCUSA to act as such in connection with the Offers. 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 and conditions hereof, MCUSA agrees in accordance with its customary practice to use its commercially reasonable efforts to solicit tenders of Existing Convertible Notes pursuant to the Offers, and to communicate with brokers, dealers, banks, trust companies, nominees and other persons with respect to the Offers.
Appointment as Dealer Manager. The Company hereby appoints you as Dealer Manager (the “Dealer Manager”) and authorizes you to act as such in connection with the Exchange Offers. On the basis of the representations, warranties and covenants of the Company contained herein, you agree, in accordance with customary practice, to perform those services in connection with the Exchange Offers as are customarily performed by investment banks in connection with exchange offers of a like nature, including, but not limited to, using reasonable best efforts to solicit tenders of Existing Notes pursuant to the Exchange Offers and communicating generally regarding the Exchange Offers with brokers, dealers, commercial banks and trust companies and other holders of Existing Notes. In such capacity, you shall act as an independent contractor, and each of your duties arising out of your engagement pursuant to this Agreement shall be owed solely to the Company. The Company further authorizes you to communicate with Deutsche Bank Trust Company Americas, in its capacity as depositary (the “Depositary”), and with Xxxxxx & Co., Inc., in its capacity as information agent (the “Information Agent”), with respect to matters relating to the Exchange Offers. The Company has instructed the Depositary to advise you at least every three business days for the first 12 business days after the commencement of the Exchange Offers and at least daily thereafter as to the principal amount of Existing 3.375% Notes and the principal amount of Existing 5.0% Notes which have been tendered pursuant to the applicable Exchange Offer and as to such other matters in connection with the applicable Exchange Offer as you may request.
Appointment as Dealer Manager. The Republic hereby appoints you as exclusive Dealer Manager in connection with the Offer, and authorizes you to act as such on its behalf, in accordance with this Agreement and the Offer, including pursuant to your obligations as Dealer Manager as set forth in this Section 2. Subject to the terms of this Agreement and the Offer Materials, you agree to (a) use your best efforts to solicit tenders of Eligible Bonds pursuant to the Offer (the “Tenders”), (b) communicate with brokers, dealers, commercial banks and trust companies with respect to the Offer and (c) perform the duties assigned to you in the Offer Materials including soliciting consents from holders of the Eligible Bonds to certain amendments (the “Exit Amendments”) to the instruments pursuant to which the Eligible Bonds were issued. The Exit Amendments shall be effected by amendment instruments (the “Amendment Instruments”) to be entered into between the Republic and the fiscal agent or trustee for each Eligible Bond.
Appointment as Dealer Manager. (a) The Company and the Guarantor agree that you will act as the exclusive dealer manager for the Exchange Offer (the “Dealer Manager”) in accordance with your customary practices, including without limitation the solicitation of tenders pursuant to the Exchange Offer and assisting in the distribution of the Offering Documents.
(b) The Dealer Manager, in its sole discretion, may continue to own or dispose of, in any manner it may elect, any Existing Debentures it may beneficially own at the date hereof or hereafter acquire, in any such case, subject to applicable law, and in particular, the Dealer Manager has no obligation to the Company pursuant to this Agreement or otherwise, to tender or refrain from tendering Existing Debentures beneficially owned by it in the Exchange Offer.
(c) The Company and the Guarantor each agree that it will not file, use or publish any material in connection with the Exchange Offer, use the name of the Dealer Manager or refer to you or your relationship with the Company, without your prior consent to the form of such use or reference. There shall be no fee for any such permitted use or reference other than as set forth herein.
(d) 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 the Dealer Manager on the one hand and the Company and the Guarantor on the other hand.
Appointment as Dealer Manager. The Company hereby appoints you as Dealer Manager (the "Dealer Manager") and authorizes you to act as such in connection with the Exchange Offer. On the basis of the representations, warranties and covenants of the Company contained herein, you agree, in accordance with your customary practice, to perform those services in connection with the Exchange Offer as are customarily performed by investment banks in connection with exchange offers of a like nature, including, but not limited to, using reasonable efforts to solicit tenders of Existing Securities pursuant to the Exchange Offer and communicating generally regarding the Exchange Offer with brokers, dealers, commercial banks and trust companies and other holders of Existing Securities. In such capacity, you shall act as an independent contractor, and each of your duties arising out of your engagement pursuant to this Agreement shall be owed solely to the Company. The Company further authorizes you to communicate with The Depository Trust Company, in its capacity as depositary (the "Depositary"), with Union Bank of California, N.A., in its capacity as exchange agent (the "Exchange Agent") and with The Xxxxxx Group, Inc., in its capacity as information agent (the "Information Agent"), with respect to matters relating to the Exchange Offer. The Company has instructed the Depositary to advise you at least daily as to the number of Existing Securities which have been tendered pursuant to the Exchange Offer and as to such other matters in connection with the Exchange Offer as you may request.
Appointment as Dealer Manager. The Company hereby appoints you as Dealer Manager (the "Dealer Manager"), and authorizes you to act as such in connection with the Offer. As Dealer Manager, you agree, in accordance with your customary practice, to perform those services in connection with the Offer as are customarily performed by investment banks in connection with tender offers of a like nature, including, but not limited to, communicating generally regarding the Offer with brokers, dealers, commercial banks and trust companies and similar holders of the Warrants. In such capacity, you shall act as an independent contractor, and each of your duties arising out of your engagement pursuant to this Agreement shall be owed solely to the Company. The Company further authorizes you to communicate with Continental Stock Transfer & Trust Company, in its capacity as depositary (the "Depositary"), with respect to matters relating to the Offer. The Company has instructed the Depositary to advise you as often as you request, but no more than daily, as to the number of Warrants which have been tendered pursuant to the Offer and as to such other matters in connection with the Offer as you may reasonably request. Notwithstanding the foregoing, nothing set forth in this Agreement shall require you to continue to perform your obligations hereunder (i) for the period of time during which any restraining, injunctive or other similar order shall remain in effect with respect to the Offer or with respect to any of the transactions in connection with, or contemplated by, the Offer or this Agreement if, after consultation with the Company, in your good faith judgment, you believe it is inadvisable for you to render your services as Dealer Manager hereunder, or (ii) if your continuing so to act would, after consultation with the Company, in your good faith judgment, violate any statute, regulation or other law of the United States or any state or other jurisdiction thereof applicable to the Offer.
Appointment as Dealer Manager. Education Funding Capital I, LLC, a Delaware limited liability company (the "Depositor"), and the Trust hereby appoint you as exclusive Dealer Manager, and authorizes you to act as such, in connection with the Exchange Offers. As Dealer Manager, you agree, in accordance with your customary practice, to perform those services in connection with the Exchange Offers as are customarily performed by investment banking firms in connection with exchange offers of like nature, including, but not limited to, (i) providing certain advice to the Depositor and the Trust regarding the terms and timing of the Exchange Offers, (ii) using your best efforts to solicit tenders of Original Notes pursuant to the Exchange Offers and to communicate with other brokers, dealers, commercial banks and trust companies (individually, a "Dealer" and collectively, "Dealers"), and (iii) mailing of the Prospectus, the related Letters of Transmittal and other related documents to the holders of Original Notes ("Holders"). If you and the Depositor and the Trust mutually agree that you will provide any other services to the Trust, including financial advisory or investment banking services, you and the Depositor and the Trust shall either amend the terms of this Agreement or enter into a separate agreement covering the terms and arrangements of such additional engagement.
