Authority and Compensation of Representative. We hereby authorize you, as our Representative and on our behalf, (a) to enter into an agreement with the Company substantially in the form attached hereto as Exhibit A ("Underwriting Agreement"), but with such changes therein as in your judgment are not materially adverse to the Underwriters, (b) to exercise all the authority and discretion vested in the Underwriters and in you by the provisions of the Underwriting Agreement, and (c) to take all such action as you, in your discretion, may deem necessary or advisable in order to carry out the provisions of the Underwriting Agreement and this Agreement and the sale and distribution of the Securities, provided, however, that the time within which the Registration Statement is required to become effective pursuant to the Underwriting Agreement will not be extended more than forty-eight (48) hours without the approval of a majority in interest of the Underwriters (including you). We authorize you, in executing the Underwriting Agreement on our behalf, to set forth in Schedule I of the Underwriting Agreement as our commitment to purchase the number of Securities (which shall not be substantially in excess of the number of Securities included in your invitation to participate unless we have agreed otherwise) included in a wire, telex, or similar means of communication transmitted by you to us at least twenty-four (24) hours prior to the commencement of the offering as our finalized underwriting participation. As our share of the compensation for your services hereunder, we will pay you, and we authorize you to charge to our account, a sum equal to the Manager's Concession.
Authority and Compensation of Representative. We hereby authorize you, as our Representative and on our behalf, (a) to enter into an agreement with the Company substantially in the form attached hereto as Exhibit A (the "Underwriting Agreement), but with such changes therein, including changes in those who are to be Underwriters and in the respective numbers Shares and/or Warrants to be purchased by them, as in your judgment are not materially adverse to the Underwriters; provided, however, that the number of Shares and/or Warrants to be purchased by us as set forth in or determined pursuant to the Underwriting Agreement will not be increased, except as provided herein and in the Underwriting Agreement, without our consent, (b) to exercise all the authority and discretion vested in the Underwriters and in you by the provisions of the Underwriting Agreement, and (c) to take all such action and execute all such documents and instruments as you in your discretion may deem necessary or advisable in order to carry out the provisions of the Underwriting Agreement and this Agreement and the sale and distribution of the Shares and/or Warrants; provided, however, that the time within which the Registration Statement (as defined in the Underwriting Agreement) is required to become effective pursuant to the Underwriting Agreement will not be extended by more than 24 hours without the approval of a majority in interest of the Underwriters (including you). As your share of the compensation for your services hereunder, we will pay you, and we authorize you to charge to our account on the Closing Date and the Additional Closing Dates referred to in the Underwriting Agreement, a sum equal to not more than 25% of the underwriting discount per Share or Warrant for each Share or Warrant which we are then obligated to purchase from the Company pursuant to the Underwriting Agreement. We hereby authorize you to furnish such information and to make such representations to the Securities and Exchange Commission (the "Commission") on behalf of the undersigned as you in your discretion may deem necessary or advisable.
Authority and Compensation of Representative. We hereby authorize you as our Representative and on our behalf, (a) to enter into an agreement with the Company substantially in the form attached hereto as Exhibit A ("the Underwriting Agreement"), but with such changes therein as in your judgment are not materially adverse to the Underwriters, (b) to exercise all the authority and discretion vested in the Underwriters and in you by the provisions of the Underwriting Agreement, and (c) to take all such action as you in your discretion may deem necessary or advisable in order to carry out the provisions of the Underwriting Agreement and this Agreement and the sale and distribution of the Shares, provided that the time within which the Registration Statement is required to become effective pursuant to the Underwriting Agreement will not be extended more than 48 hours without the approval of a majority in interest of the Underwriters (including yourselves). As our share of the compensation for your services hereunder, we will pay you, and we authorize you to charge to our account, a sum equal to the Manager's Concession.
Authority and Compensation of Representative. We hereby authorize you, as our Representative and on our behalf, (a) to enter into an agreement with the Fund substantially in the form attached hereto as Exhibit A ("Best Efforts Underwriting Agreement"), but with such changes therein as in your judgment are not materially adverse to the Underwriters, (b) to exercise all the authority and discretion vested in the Underwriters and in you by the provisions of the Best Efforts Underwriting Agreement, and (c) to take all such action as you, in your discretion, may deem necessary or advisable in order to carry out the provisions of the Best Efforts Underwriting Agreement and this Agreement and the sale and distribution of the Units. We authorize you, in executing the Best Efforts Underwriting Agreement on our behalf, to set forth in Schedule A of the Best Efforts Underwriting Agreement as our commitment to sell the number of Units (which shall not be substantially in excess of the number of Units included in your invitation to participate unless we have agreed otherwise) included in a wire, telex, or similar means of communication transmitted by you to us at least twenty-four (24) hours prior to the commencement of the offering as our finalized underwriting participation. <PAGE>
Authority and Compensation of Representative. We hereby authorize you, as our Representative and on our behalf, (a) to enter into an agreement with the Company substantially in the form attached hereto as Exhibit A ("Underwriting Agreement"), but with such changes therein as in your judgment are not materially adverse to the Underwriters, (b) to exercise all the authority and discretion vested in the Underwriters and in you by the provisions of the Underwriting Agreement, and (c) to take all such action as you, in your discretion, may deem necessary or advisable in order to carry out the provisions of the Underwriting Agreement and this Agreement and the sale and distribution of the Securities.
Authority and Compensation of Representative. We hereby authorize Prudential Securities to act as Representative of the Underwriters and as such to take all such action as it in its discretion may deem necessary or advisable in order to carry out the provisions of this Agreement and of the Trust Agreement. We agree to execute such powers of attorney evidencing the powers granted to Prudential Securities hereunder upon Prudential Securities' request in such form and at such times as Prudential Securities may deem appropriate and advisable. We agree that any and all action taken by Prudential Securities hereunder shall be deemed to have been authorized by each Underwriter and to have been taken by it on behalf of each Underwriter.
Authority and Compensation of Representative
