CONSENT TO ACT AS REPRESENTATIVE Sample Clauses

CONSENT TO ACT AS REPRESENTATIVE. Xxxxxx & Xxxxxxx, LLC ("Xxxxxx") consents and agrees that XX Xxxxx Securities Corporation ("XX Xxxxx") will act as Representative of the Placement Agents under this Agreement and with respect to the sale of the Stock. Accordingly, Xxxxxx authorizes XX Xxxxx to manage the Offering and sale of the Stock and to take such action in connection therewith as XX Xxxxx in its sole discretion deems appropriate or desirable, consistent with the provisions of the Agreement Among Underwriters previously entered into between XX Xxxxx and Xxxxxx, taking into account that the Offering of the Stock will be in the form of a best efforts placement and not a firm commitment underwriting. If the foregoing is in accordance with your understanding of the agreement between the Company and the Placement Agents, kindly indicate your acceptance in the space provided for that purpose below. Very truly yours, GTC BIOTHERAPEUTICS, INC. By: /s/ XXXXXXXX X. XXX Name: Xxxxxxxx X. Xxx Title: Chairman, President & Chief Executive Officer Accepted as of the date first above written: XX XXXXX SECURITIES CORPORATION By: /s/ XXXXXXX X. XXXXXXX Name: Xxxxxxx X. Xxxxxxx Title: Managing Director XXXXXX & XXXXXXX, LLC By: /s/ XXXXXX X. XXXXX Name: Xxxxxx X. Xxxxx Title: Chief Financial Officer Xxxxxxx X Xxxx-Xx Xxxxxxxxx Xxxxx , 0000 XX XXXXX SECURITIES CORPORATION XXXXXX & XXXXXXX, LLC c/o XX Xxxxx Securities Corporation 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: GTC Biotherapeutics, Inc.—Offering of Common Stock Dear Sirs: In order to induce XX Xxxxx Securities Corporation ("XX Xxxxx") and Xxxxxx & Xxxxxxx, LLC to enter in to a certain placement agent agreement with GTC Biotherapeutics, Inc., a Massachusetts corporation (the "Company"), with respect to the offering of shares of the Company's Common Stock, par value $.01 per share ("Common Stock"), the undersigned hereby agrees that for a period of 90 days following the date of the final prospectus (the "Final Prospectus") filed by the Company with the Securities and Exchange Commission in connection with such offering, the undersigned will not, without the prior written consent of XX Xxxxx, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, any shares of Common Stock (including, without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933 (the "Securi...
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CONSENT TO ACT AS REPRESENTATIVE. Oxxxxxxxxxx & Co. Inc. (“Oppenheimer”), consents and agrees that Oppenheimer will act as Representative of the Placement Agents under this Agreement and with respect to the sale of the Shares. Accordingly, each of KeyBanc Capital Markets Inc. and Oppenheimer authorizes Oppenheimer to manage the Offering and the sale of the Shares and to take such action in connection therewith as Oppenheimer in its sole discretion deems appropriate or desirable. If the foregoing is in accordance with your understanding of the agreement between the Company and the Placement Agents, kindly indicate your acceptance in the space provided for that purpose below. Very truly yours, CITIZENS, INC. By: Name: Title: Accepted as of the date first above written: OXXXXXXXXXX & CO. INC. By: Name: Title: Schedule I Placement Agents OXXXXXXXXXX & CO. INC. KEYBANC CAPITAL MARKETS INC. Schedule II Pricing Information The Pricing Information consists of the initial price to the public of the Shares. Schedule III Issuer Free Writing Prospectus(es) The pricing supplement / term sheet being filed by the Company with the Commission pursuant to Rule 433 of the Regulations on November 29, 2007. Schedule IV List of Subsidiaries CICA Life Insurance Company of America (CICA) (f/k/a Citizens Insurance Company of America), a Colorado corporation which is 100% owned by the Company. CICA has the following Subsidiaries: • Citizens National Life Insurance Company (CNLIC) (f/k/a Combined Underwriters Insurance Company (Combined)), a Texas corporation which is 100% owned by CICA. • Computing Technology, Inc. (CTI), a Colorado corporation which is 100% owned by CICA. • Funeral Homes of America, Inc. (FHA), a Louisiana corporation which is 100% owned by CICA. • Insurance Investors, Inc. (III), a Texas corporation which is 100% owned by CICA. • Security Plan Life Insurance Company (SPLIC), a Louisiana corporation which is 100% owned by CICA. • Security Plan Fire Insurance Company (SPFIC), a Louisiana corporation which is 100% owned by SPLIC. CICA has the following affiliate: • Integrity Capital Corporation (ICC), an Indiana corporation which is 13.1% owned by CICA. • Integrity Capital Insurance Company (ICIC), an Indiana corporation which is 100% owned by ICC. Exhibit A [Form of Subscription Agreement] Exhibit B [Form of Lock-Up Agreement] Exhibit C [Form of Opinion of Company’s Counsel]
Sample 1
CONSENT TO ACT AS REPRESENTATIVE. Each of Xxxxxx & Xxxxxxx, LLC (“Xxxxxx”) and Xxxxxxxxxxx & Co. Inc. (“Xxxxxxxxxxx”) consents and agrees that X.X. Xxxxxxxxx, Xxxxxx, LLC (“Unterberg”) will act as Representative of the Placement Agents under this Agreement and with respect to the sale of the Units. Accordingly, each of Xxxxxx and Xxxxxxxxxxx authorizes Xxxxxxxxx to manage the Offering and the sale of the Units and to take such action in connection therewith as Unterberg in its sole discretion deems appropriate or desirable, consistent with the provisions of each Agreement Among Underwriters previously entered into among Xxxxxxxxx, Xxxxxx and Xxxxxxxxx, taking into account that the Offering of the Units will be in the form of a best efforts placement and not a firm commitment underwriting.
Sample 1
CONSENT TO ACT AS REPRESENTATIVE. Xxxxxxx & Company, Inc. ("Xxxxxxx") and X.X. Xxxxxxx & Sons, Inc. ("X.X. Xxxxxxx") consent and agree that XX Xxxxx & Co., LLC ("XX Xxxxx") will act as Representative of the Placement Agents under this Agreement and with respect to the sale of the Shares. Accordingly, Xxxxxxx and X.X. Xxxxxxx authorize XX Xxxxx to manage the Offering and sale of the Shares and to take such action in connection therewith as XX Xxxxx in its sole discretion deems appropriate or desirable, consistent with the provisions of the Agreement Among Underwriters previously entered into between XX Xxxxx, Xxxxxxx and X.X. Xxxxxxx, taking into account that the Offering of the Shares will be in the form of a best efforts placement and not a firm commitment underwriting. If the foregoing is in accordance with your understanding of the agreement between the Company and the Placement Agents, kindly indicate your acceptance in the space provided for that purpose below. Very truly yours, VASOGEN INC. By: /s/ XXXXXXXXXXX X. XXXXXXX Name: Xxxxxxxxxxx X. Xxxxxxx Title: Executive Vice President and Chief Financial Officer Accepted as of the date first above written: XX XXXXX & CO., LLC By: /s/ XXXXXXX X. XXXXXXX Name: Xxxxxxx X. Xxxxxxx Title: Managing Director XXXXXXX & COMPANY, INC. By: /s/ XXXXXXX XXXXXX Name: Xxxxxxx Xxxxxx Title: Managing Director X.X. XXXXXXX & SONS, INC. By: /s/ XXXXXXXXX X. XXXXXXX Name: Xxxxxxxxx X. Xxxxxxx Title: Director – Investment Banking SCHEDULE I Placement Agents XX XXXXX & CO., LLC XXXXXXX & COMPANY, INC. X.X. XXXXXXX & SONS, INC. 37 Schedule 2(d) Subsidiaries Vasogen Ireland Limited, a corporation incorporated under the laws of Ireland Vasogen, Corp., a Delaware corporation 38 Schedule 6(g)(i) Form of Opinion of Xxxxx & Lardner LLP
Sample 1

Related to CONSENT TO ACT AS REPRESENTATIVE

  • 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 the Securities pursuant to the Company's registration statement on Form S-1 (File No. 333-[___]) (and including any registration statement prepared and filed by the Company in accordance with Rule 462(b) pursuant to the Securities Act) (the “Registration Statement”), 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 Investors. 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 Securities and the Company shall have the sole right to accept offers to purchase Securities 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 Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). The Closing of the issuance of the Securities shall occur via “Delivery Versus Payment”, i.e., on the Closing Date, the Company shall issue the Securities directly to the account designated by the Placement Agent and, upon receipt of such Securities, the Placement Agent shall electronically deliver such Securities to the applicable Investor and payment shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

  • Power and Authority to Act as a General Partner The General Partner has full limited liability company power and authority to act as the general partner of the Partnership in all material respects as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

  • Appointment of Financial Institution as Agent for the Company The Company may appoint a financial institution (which may be the Collateral Agent) to act as its agent in performing its obligations and in accepting and enforcing performance of the obligations of the Purchase Contract Agent and the Holders, under this Agreement and the Purchase Contracts, by giving notice of such appointment in the manner provided in Section 1.05 hereof. Any such appointment shall not relieve the Company in any way from its obligations hereunder.

  • Trustee or Company to Act; Appointment of Successor (a) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 or resigns in accordance with Section 6.04, the Trustee or, upon notice to the Company and with the Company's consent (which shall not be unreasonably withheld) a designee (which meets the standards set forth below) of the Trustee, shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer (except for the responsibilities, duties and liabilities contained in Sections 2.02 and 2.03(a), excluding the duty to notify related Subservicers or Sellers as set forth in such Sections, and its obligations to deposit amounts in respect of losses incurred prior to such notice or termination on the investment of funds in the Custodial Account or the Certificate Account pursuant to Sections 3.07(c) and 4.01(b) by the terms and provisions hereof); provided, however, that any failure to perform such duties or responsibilities caused by the preceding Master Servicer's failure to provide information required by Section 4.04 shall not be considered a default by the Trustee hereunder. As compensation therefor, the Trustee shall be entitled to all funds relating to the Mortgage Loans which the Master Servicer would have been entitled to charge to the Custodial Account or the Certificate Account if the Master Servicer had continued to act hereunder and, in addition, shall be entitled to the income from any Permitted Investments made with amounts attributable to the Mortgage Loans held in the Custodial Account or the Certificate Account. If the Trustee has become the successor to the Master Servicer in accordance with Section 6.04 or Section 7.01, then notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, which is also a Fannie Mae- or Freddie Mac-apxxxxxx xxxtgage xxxxxxxng institution, having a net worth of not less than $10,000,000 as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Pending appointment of a successor to the Master Servicer hereunder, the Trustee shall become successor to the Master Servicer and shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the initial Master Servicer hereunder. The Company, the Trustee, the Custodian and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Servicing Fee for any successor Master Servicer appointed pursuant to this Section 7.02 will be lowered with respect to those Mortgage Loans, if any, where the Subservicing Fee accrues at a rate of less than 0.20% per annum in the event that the successor Master Servicer is not servicing such Mortgage Loans directly and it is necessary to raise the related Subservicing Fee to a rate of 0.20% per annum in order to hire a Subservicer with respect to such Mortgage Loans.

  • Collateral Agent’s Appointment as Attorney-in-Fact, etc (a) Each Grantor hereby irrevocably constitutes and appoints the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following:

  • Appointment of Agents and Advisors The Collateral Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, accountants, appraisers or other experts or advisors selected by it in good faith as it may reasonably require and will not be responsible for any misconduct or negligence on the part of any of them.

  • Opinion of General Counsel for the Company The General Counsel of the Company shall have furnished to the Representatives, at the request of the Company, his written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-2 hereto.

  • EFFECTIVE DATE AND TERMINATION OF THE CUSTODIAN AS FOREIGN CUSTODY MANAGER The Board's delegation to the Custodian as Foreign Custody Manager of the Portfolios shall be effective as of the date hereof and shall remain in effect until terminated at any time, without penalty, by written notice from the terminating party to the non-terminating party. Termination will become effective thirty (30) days after receipt by the non-terminating party of such notice. The provisions of Section 3.2.2 hereof shall govern the delegation to and termination of the Custodian as Foreign Custody Manager of the Portfolios with respect to designated countries.

  • Company to Act as Servicer The Company shall service and administer the Mortgage Loans from the related Closing Date and shall have full power and authority, acting alone, to do any and all things in connection with such servicing and administration which the Company may deem necessary or desirable, consistent with the terms of this Agreement and with Accepted Servicing Practices. Consistent with the terms of this Agreement, the Company may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the Company's reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Purchaser, provided, however, that the Company shall not make any future advances with respect to a Mortgage Loan and (unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Company, imminent and the Company has obtained the prior written consent of the Purchaser) the Company shall not permit any modification of any material term of any Mortgage Loan including any modifications that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date on such Mortgage Loan. In the event of any such modification which permits the deferral of interest or principal payments on any Mortgage Loan, the Company shall, on the Business Day immediately preceding the Remittance Date in any month in which any such principal or interest payment has been deferred, deposit in the Custodial Account from its own funds, in accordance with Section 5.03, the difference between (a) such month's principal and one month's interest at the Mortgage Loan Remittance Rate on the unpaid principal balance of such Mortgage Loan and (b) the amount paid by the Mortgagor. The Company shall be entitled to reimbursement for such advances to the same extent as for all other advances made pursuant to Section 5.03. Without limiting the generality of the foregoing, the Company shall continue, and is hereby authorized and empowered, to execute and deliver on behalf of itself and the Purchaser, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. If reasonably required by the Company, the Purchaser shall furnish the Company with any powers of attorney and other documents necessary or appropriate to enable the Company to carry out its servicing and administrative duties under this Agreement. In servicing and administering the Mortgage Loans, the Company shall employ procedures (including collection procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account, giving due consideration to Accepted Servicing Practices where such practices do not conflict with the requirements of this Agreement, and the Purchaser's reliance on the Company. The Mortgage Loans may be subserviced by the Subservicer on behalf of the Company provided that the Subservicer is a Xxxxxx Xxx-approved lender or a Xxxxxxx Mac seller/servicer in good standing, and no event has occurred, including but not limited to a change in insurance coverage, which would make it unable to comply with the eligibility requirements for lenders imposed by Xxxxxx Xxx or for seller/servicers imposed by Xxxxxxx Mac, or which would require notification to Xxxxxx Xxx or Xxxxxxx Mac. The Company may perform any of its servicing responsibilities hereunder or may cause the Subservicer to perform any such servicing responsibilities on its behalf, but the use by the Company of the Subservicer shall not release the Company from any of its obligations hereunder and the Company shall remain responsible hereunder for all acts and omissions of the Subservicer as fully as if such acts and omissions were those of the Company. The Company shall pay all fees and expenses of the Subservicer from its own funds, and the Subservicer's fee shall not exceed the Servicing Fee. At the cost and expense of the Company, without any right of reimbursement from the Custodial Account, the Company shall be entitled to terminate the rights and responsibilities of the Subservicer and arrange for any servicing responsibilities to be performed by a successor Subservicer meeting the requirements in the preceding paragraph, provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Company, at the Company's option, from electing to service the related Mortgage Loans itself. In the event that the Company's responsibilities and duties under this Agreement are terminated pursuant to Section 9.04, 10.01 or 11.02, and if requested to do so by the Purchaser, the Company shall at its own cost and expense terminate the rights and responsibilities of the Subservicer as soon as is reasonably possible. The Company shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of the Subservicer from the Company's own funds without reimbursement from the Purchaser. Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Company and the Subservicer or any reference herein to actions taken through the Subservicer or otherwise, the Company shall not be relieved of its obligations to the Purchaser and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Company shall be entitled to enter into an agreement with the Subservicer for indemnification of the Company by the Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any Subservicing Agreement and any other transactions or services relating to the Mortgage Loans involving the Subservicer shall be deemed to be between the Subservicer and Company alone, and the Purchaser shall have no rights, obligations, duties or liabilities with respect to the Subservicer including no obligation, duty or liability of Purchaser to pay the Subservicer's fees and expenses. For purposes of distributions and advances by the Company pursuant to this Agreement, the Company shall be deemed to have received a payment on a Mortgage Loan when the Subservicer has received such payment.

  • Agents Entitled to Act as Lender The agency hereby created shall in no way impair or affect any of the rights and powers of, or impose any duties or obligations upon, an Agent in its individual capacity as a Lender hereunder. With respect to its participation in the Loans and the Letters of Credit, an Agent shall have the same rights and powers hereunder as any other Lender and may exercise the same as though it were not performing the duties and functions delegated to it hereunder, and the term “Lender” or “Lenders” or any similar term shall, unless the context clearly otherwise indicates, include each Agent in its individual capacity. An Agent and its Affiliates may accept deposits from, lend money to, acquire equity interests in and generally engage in any kind of commercial banking, investment banking, trust, financial advisory or other business with Company or any of its Affiliates as if it were not performing the duties specified herein, and may accept fees and other consideration from Company for services in connection with this Agreement and otherwise without having to account for the same to Lenders.

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