Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Company shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a 7-Day Dividend Period or 28-Day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of Outstanding shares of AMPS for which the Auction is conducted and (ii) in the case of any Special Dividend Period, the amount determined by mutual consent of the Company and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Company any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a).
(b) The Company shall not designate any Person to act as a Broker- Dealer, or permit a Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Company may designate an Affiliate or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated to act as a Broker- Dealer.
(c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Company.
(d) Subject to Section 2.5(b) hereof, the Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Company shall request.
(e) The Auction Agent shall maintain a list of Broker-Dealers.
Broker-Dealers. The Commission requires that all Selling Securityholders that are registered broker-dealers or affiliates of registered broker-dealers be so identified in the Shelf Registration Statement. In addition, the Commission requires that all Selling Securityholders that are registered broker-dealers be named as underwriters in the Shelf Registration Statement and related Prospectus, even if they did not receive the Registrable Securities as compensation for underwriting activities.
(a) State whether the undersigned Selling Securityholder is a registered broker-dealer: Yes No
(b) If the answer to (a) is “Yes”, you must answer (i) and (ii) below, and (iii) below if applicable. Your answers to (i) and (ii) below, and (iii) below if applicable, will be included in the Shelf Registration Statement and related Prospectus.
(i) Were the Securities acquired as compensation for underwriting activities? Yes No If you answered “Yes”, please provide a brief description of the transaction(s) in which the Securities were acquired as compensation:
(ii) Were the Securities acquired for investment purposes? Yes No
(iii) If you answered “No” to both (i) and (ii), please explain the Selling Securityholder’s reason for acquiring the Securities:
(c) State whether the undersigned Selling Securityholder is an affiliate of a registered broker-dealer and, if so, list the name(s) of the broker-dealer affiliate(s): Yes No
(d) If you answered “Yes” to question (c) above:
(i) Did the undersigned Selling Securityholder purchase Registrable Securities in the ordinary course of business? Yes No If the answer is “No” to question (d)(i), provide a brief explanation of the circumstances in which the Selling Securityholder acquired the Registrable Securities:
(ii) At the time of the purchase of the Registrable Securities, did the undersigned Selling Securityholder have any agreements, understandings or arrangements, directly or indirectly, with any person to dispose of or distribute the Registrable Securities? Yes No If the answer is “Yes” to question (d)(ii), provide a brief explanation of such agreements, understandings or arrangements:
Broker-Dealers. (a) Not later than 12:00 Noon on each Auction Date for any series of MuniPreferred, the Fund shall pay to the Auction Agent an amount in cash equal to the aggregate fees payable to the Broker-Dealers for such series pursuant to Section 2.8 of the Broker-Dealer Agreements for such series. The Auction Agent shall apply such moneys as set forth in Section 2.8 of each such Broker-Dealer Agreement.
(b) The Fund shall obtain the consent of the Auction Agent prior to selecting any Person to act as a Broker-Dealer, which consent shall not be unreasonably withheld.
(c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Fund, provided that at least one Broker- Dealer Agreement would be in effect for each series of MuniPreferred after such termination.
(d) Subject to the Auction Agent's having consented to the selection of the relevant Broker-Dealer pursuant to Section 2.8(b) hereof, the Auction Agent shall from time to time enter into such Broker-Dealer Agreements with one or more Broker-Dealers as the Fund shall request, and shall enter into such schedules to any such Broker-Dealer Agreements as the Fund shall request, which schedules, among other things, shall set forth the series of MuniPreferred to which such Broker-Dealer Agreement relates.
Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Auction Agent after each Auction will pay a service charge from funds provided by the Fund to each Broker-Dealer on the basis of the purchase price of Preferred Shares placed by such Broker-Dealer at such Auction. The service charge shall be (i) in the case of any Auction Date immediately preceding a 7-day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 365, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of (I) the aggregate number of Preferred Shares placed by the Broker-Dealer in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by the Broker-Dealer and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by the Broker-Dealer and were purchased as a result of such submission plus (II) the aggregate number of Preferred Shares subject to valid Hold Orders (determined in accordance with Section 11.10(b) of the Amended and Restated Bylaws) submitted to the Auction Agent by the Broker-Dealer plus (III) the number of Preferred Shares deemed to be subject to Hold Orders by Beneficial Owners pursuant to Section 11.10(b) of the Amended and Restated Bylaws that were acquired by the Broker-Dealer for its own account or were acquired by such Beneficial Owners through the Broker-Dealer; and (ii) in the case of any Special Dividend Period the amount determined by mutual consent of the Fund and any such Broker-Dealer or Broker-Dealers and shall be based upon a selling concession that would be applicable to an underwriting of fixed or variable rate preferred shares with a similar final maturity or variable rate dividend period, respectively, at the commencement of the Dividend Period with respect to such Auction.
(b) The Fund shall not designate any Person to act as a Broker-Dealer, or permit an Existing Holder or a Potential Beneficial Owner to participate in Auctions through any Person other than a Broker-Dealer, without the prior written approval of the Auction Agent, which approval shall not be withheld unreasonably. The Fund may designate an Affiliate or UBS Warburg LLC to act as a Broker-Dealer.
(c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth ther...
Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Fund shall pay to the Auction Agent in Federal Funds or similar same-day funds an amount in cash equal to (i) in the case of any Auction Date immediately preceding a seven-day Dividend Period, the product of (A) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (B) 1/4 of 1%, times (C) $25,000 times (D) the sum of the aggregate number of outstanding Preferred Shares for which the Auction is conducted and (ii) in the case of any Special Rate Period, the amount determined by mutual consent of the Fund and the Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Fund any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a).
(b) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed in writing by the Fund.
(c) The Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Fund shall request in writing.
Broker-Dealers. (a) If the Auction Agent is provided with a copy of a Broker-Dealer Agreement, which has been manually signed, with any Person listed on Exhibit A hereto to which the Indenture Trustee, at the direction of an Authorized Issuer Officer, shall have consented, it shall enter into such Broker-Dealer Agreement with such Person. The Issuer hereby directs the Indenture Trustee to consent to Citigroup Global Markets Inc. and Xxxxxxx X. Xxxxx & Co. as the initial Broker-Dealers.
(b) The Auction Agent may, at the written direction of an Authorized Issuer Officer and with the approval of Citigroup Global Markets Inc. and Xxxxxxx X. Xxxxx & Co., so long as Citigroup Global Markets Inc. and Xxxxxxx X. Xxxxx & Co. are acting as Broker-Dealers, enter into a Broker-Dealer Agreement with any other Person who requests to be selected to act as a Broker-Dealer. The Auction Agent shall have entered into a Broker-Dealer Agreement with each Broker-Dealer prior to the participation of any such Broker-Dealer in any Auction.
(c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein at the direction of an Authorized Issuer Officer.
Broker-Dealers. (a) The Broker-Dealer Subsidiary is a member in good standing with the NASD, and, to the knowledge of the Company, there has not been for the most recent three years, nor is there currently pending or threatened, any inquiry investigation or disciplinary proceeding undertaken by the NASD concerning the Broker-Dealer Subsidiary or any of its officers, directors, registered principals, or registered representatives.
(b) The Broker-Dealer Subsidiary is registered with the Central Registration Depository (the "CRD") under CRD Number 7569.
(c) The Broker-Dealer Subsidiary is duly registered with the Security Investors Protection Corporation ("SIPC") and has paid or has made adequate provision for the payment of all SIPC assessments as of and through December 31, 2001.
(d) The Broker-Dealer Subsidiary has been and is in compliance with the applicable net capital provisions of the Exchange Act and the applicable rules of all self-regulatory organizations including, without limitation, all applicable regulatory net capital requirements (including any applicable "early warning" and "expansion-contraction" capital requirements).
(e) The Broker-Dealer Subsidiary has adopted record-keeping systems that comply with the requirements of Section 17 of the Exchange Act and the rules and regulations promulgated thereunder and the rules of any securities exchange having jurisdiction with regard to the Broker-Dealer Subsidiary, and maintains its records in accordance therewith.
(f) The Broker-Dealer Subsidiary is not, nor is any Affiliate (as defined below) of it, subject to a "statutory disqualification" as defined in Section 3(a)(39) of the Exchange Act, nor is it subject to a disqualification that would be a basis for censure, limitations on the activities, functions or operations of, or suspension or revocation of, its registration as a broker-dealer under Section 15 of the Exchange Act and, to the Company's knowledge, there is no current investigation, whether formal or informal, or whether preliminary or otherwise, that is reasonably likely to result in, any such censure, limitation, suspension or revocation. No "principals" of the Broker-Dealer Subsidiary (as defined in Section 8a(2) of the Commodity Exchange Act of 1936, as amended (the "Commodity Exchange Act")) are subject to any of the provisions of Section 8 of the Commodity Exchange Act that would permit the Commodity Futures Trading Commission (the "CFTC"), subject to the terms of such section, to refuse to regi...
Broker-Dealers. Absent written instructions from Investment Manager to the contrary, JCC shall place all orders for the purchase and sale of investment instruments for the Portfolio with brokers or dealers selected by JCC, which may include brokers or dealers affiliated with JCC. Purchase or sell orders for a Portfolio may be aggregated with contemporaneous purchase or sell orders of other clients of JCC. JCC shall use its best efforts to obtain execution of Portfolio transaction at prices that are advantageous to the Portfolios and at commission rates that are reasonable in relation to the benefits received. However, JCC may select brokers or dealers on the basis that they provide brokerage, research, or other services or products to a Portfolio and/or other accounts serviced by JCC. JCC may place portfolio transactions with a broker or dealer with whom it has negotiated a commission in excess of the commission another broker or dealer would have charged for effecting that transaction if JCC determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities that JCC and its affiliates have with respect to the Portfolio and to accounts over which they exercise investment discretion, and not all such services or products will necessarily be used by JCC in managing the Portfolios. In addition, consistent with best execution, JCC may execute Portfolio transactions through brokers and dealers that sell shares of mutual funds advised by JCC or recommend to their customers that they purchase shares of such funds. If JCC determines that any product or service furnished by a broker has a mixed use, such that it also serves functions that do not assist in the investment decision-making process, JCC may allocate the costs of such service or product accordingly. The portion of the product or service that JCC determines will assist it in the investment decision-making process may be paid for in brokerage commission dollars. This allocation may create a conflict of interest for JCC.
Broker-Dealers. (a) Not later than 12:00 noon on each Auction Date, the Fund shall pay to the Auction Agent in federal funds or similar same-day funds an amount in cash equal to the aggregate fees payable to Broker-Dealers pursuant to Section 3.5 of the Broker-Dealer Agreements. The Auction Agent shall apply such moneys as set forth in Section 3.5 of the Broker-Dealer Agreements and shall thereafter remit to the Fund any remaining funds paid to the Auction Agent pursuant to this Section 2.5(a).
(b) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed in writing by the Fund.
(c) The Auction Agent from time to time shall enter into such Broker-Dealer Agreements as the Fund shall request in writing.
Broker-Dealers. (a) The Auction Agent will enter into a Broker-Dealer Agreement with Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon") as the initial Broker-Dealer. The Servicer may, from time to time, approve one or more additional persons to serve as Broker-Dealers under Broker-Dealer Agreements and shall be responsible for providing such Broker-Dealer Agreements to the Trustee and the Auction Agent, provided, however that while Salomon is serving as the Market Agent, Salomon shall have the right to consent to the approval of any additional Broker- Dealers, which consent will not be unreasonably withheld. The Auction Agent shall have entered into a Broker-Dealer Agreement with each Broker-Dealer prior to the participation of any such Broker-Dealer in any Auction.
(b) Any Broker-Dealer may be removed at any time, at the request of the Servicer, but there shall, at all times, be at least one Broker-Dealer appointed and acting as such.
